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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 or 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): March 11, 1999
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CABOT INDUSTRIAL TRUST
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(Exact Name of Registrant as Specified in Charter)
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Maryland 1-13829 04-3397866
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Two Center Plaza, Suite 200
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Boston, Massachusetts 02108
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code (617) 723-0900
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Cabot Industrial Trust (the "Company") acquired three properties known as
the Stayton Drive and Corridor Properties on March 11, 1999, by acquiring all of
the partnership interest in TCW Realty Fund VI Stayton Drive Limited
Partnership, TCW Realty (Corridor II) Limited Partnership, and TCW Realty
(Corridor III) Limited Partnership (collectively, the "Partnerships"), each
owning one of the properties. The Company purchased the partnership interests
for approximately $13.2 million.
The Company acquired four properties known as the Rushmore Properties Group
(the "Portfolio") from Rushmore Plaza Partners Limited Partnership on March 30,
1999. The Company purchased the Portfolio for approximately $15.8 million.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired or To Be Acquired.
The Stayton Drive and Corridor Properties
The Rushmore Properties Group
(b) Pro Forma Financial Information. [If applicable]
Not applicable.
(c) Exhibits.
Exhibit 23.1 Consent of KPMG LLP
Exhibit 23.2 Consent of Arthur Andersen LLP
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SIGNATURES
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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.
CABOT INDUSTRIAL TRUST
Date: March 31, 1999 By: /s/ Neil E. Waisnor
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Neil E. Waisnor
Senior Vice President--Finance
Treasurer and Secretary
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Independent Auditors' Report
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The Members of CB Richard Ellis Investors, L.L.C. and
the Board of Directors of Cabot Industrial Trust:
We have audited the accompanying combined statement of revenue and certain
expenses of the Stayton Drive and Corridor Properties for the year ended
December 31, 1998. This statement is the responsibility of management. Our
responsibility is to express an opinion on this 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 of revenue and certain expenses 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 accounting principles 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 combined statement of revenue and certain expenses was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission as described in Note 1 to the combined statement of
revenue and certain expenses. It is not intended to be a complete presentation
of the Stayton Drive and Corridor Properties' revenue and expenses.
In our opinion, the statement referred to above presents fairly, in all material
respects, the combined revenue and certain expenses, as described in Note 1, of
the Stayton Drive and Corridor Properties for the year ended December 31, 1998
in conformity with generally accepted accounting principles.
KPMG LLP
Los Angeles, California
March 29, 1999
<PAGE>
THE STAYTON DRIVE AND CORRIDOR PROPERTIES
Combined Statement of Revenue and Certain Expenses
For the year ended December 31, 1998
(dollars in thousands)
<TABLE>
<S> <C> <C>
Revenue:
Rental $ 1,177
Tenant Reimbursements 73
Other 3
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1,253
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Certain expenses:
Property Taxes 141
Building Repairs and Maintenance 25
Utilities 24
Common Area Repairs and Maintenance 41
Legal Fees 14
Insurance 11
Miscellaneous 28
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284
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Revenue in excess of certain expenses $ 969
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</TABLE>
See accompanying notes to combined statement of revenue and certain expenses.
<PAGE>
THE STAYTON DRIVE AND CORRIDOR PROPERTIES
Notes to Combined Statement of Revenue and Certain Expenses
For the year ended December 31, 1998
1) Basis of Presentation
The accompanying combined statement of revenue and certain expenses relates
to the operations of properties known as the Stayton Drive and Corridor
Properties (the Properties). The Properties consist of three industrial
properties, two located in Savage, Maryland and one located in Jessup,
Maryland. TCW Realty Fund VI Stayton Drive Limited Partnership, TCW Realty
(Corridor II) Limited Partnership and TCW Realty (Corridor III) Limited
Partnership (collectively the Partnerships) each own one of the properties.
On March 11, 1999, Cabot Industrial Properties, L.P. purchased all
partnership interests in the Partnerships from TCW Fund VIB and wholly-owned
subsidiaries of TCW Realty Fund IV and TCW Realty Fund VIA, all of which are
managed by CB Richard Ellis Investors, L.L.C., and renamed the Partnerships
CIT Stayton Drive Limited Partnership, CIT Greenwood Place Limited
Partnership, and CIT Bollman Place Limited Partnership.
The accompanying combined statement of revenue and certain expenses has been
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and accordingly, are not representative of
the actual results of operations of the Properties for the year ended
December 31, 1998, due to the exclusion of the following items, which may not
be comparable to the proposed future operations of the Properties:
. Management fees
. Depreciation and amortization
. Other items not directly related to the proposed future operations of the
Properties
2) Summary of Significant Accounting Policies and Practices
a) Revenue Recognition
Rental income is recognized using the accrual method based on contractual
amounts provided for in the lease agreement which approximates the
straight-line method. Tenant reimbursements, which consist of
reimbursements from tenants for certain operating expenses are accrued as
such operating expenses as incurred.
b) Expenses
Expenses are charged to operations as incurred.
<PAGE>
THE STAYTON DRIVE AND CORRIDOR PROPERTIES
Notes to Combined Statement of Revenue and Certain Expenses (continued)
For the year ended December 31, 1998
c) Use of Estimates
Management has made a number of estimates and assumptions relating to the
reporting and disclosure of revenue and certain expenses during the
reporting period to prepare the statements of revenue and certain expenses
in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
3) Leases
The Properties are leased to tenants under various operating leases with
terms ranging primarily from two to ten years. The leases generally provide
for minimum rent and reimbursement of real estate taxes, insurance and
certain other operating expenses.
For the year ended December 31, 1998, rental revenue from three tenants
exceeded 10% of total combined revenue. The rental amounts for such tenants
are $450,000, $279,000, and $270,000, respectively.
Future minimum rent revenue to be received under leases in force at
December 31, 1998 are as follows:
<TABLE>
<CAPTION>
(000s)
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<S> <C>
1999 $ 1,450
2000 1,383
2001 1,090
2002 844
2003 284
Thereafter 1,476
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$ 6,527
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</TABLE>
<PAGE>
Report of Independent Public Accountants
The Owners of the
Rushmore Properties Group:
We have audited the accompanying Combined Statement of Revenue and Certain
Expenses of Rushmore Properties Group (the Portfolio) for the year ended
December 31, 1998. The Combined Statement of Revenue and Certain Expenses is the
responsibility of the Portfolio's management. Our responsibility is to express
an opinion on the Combined Statement of Revenue and Certain Expenses 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 Combined Statement of Revenue and Certain Expenses
is free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures made in the Combined Statement
of Revenue and Certain Expenses. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the Combined Statement of Revenue and
Certain Expenses. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying Combined Statement of Revenue and Certain Expenses was prepared
for the purpose of complying with the rules and regulations of the Securities
and Exchange Commission for inclusion in the Form 8-K of Cabot Industrial Trust
as described in Note 2 and is not intended to be a complete presentation of the
Portfolio's revenue and expenses.
In our opinion, the Combined Statement of Revenue and Certain Expenses referred
to above presents fairly, in all material respects, the revenue and certain
expenses of the Portfolio described in Note 2 for the year ended December 31,
1998 in conformity with generally accepted accounting principles.
Arthur Andersen LLP
Boston, Massachusetts
March 30, 1999
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RUSHMORE PROPERTIES GROUP
Combined Statement of Revenue and Certain Expenses
For the year ended December 31, 1998
<TABLE>
<S> <C>
Revenues
Base Rent $ 1,561,625
Tenant Reimbursements 331,842
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Total Revenues 1,893,467
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Expenses
Property Operating Costs 32,209
Maintenance and Repairs 33,436
Real Estate Taxes 313,750
Management Fees 27,350
Professional Services 5,768
Insurance 29,918
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Total Expenses 442,431
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Revenue in Excess of Certain Expenses $ 1,451,036
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</TABLE>
See accompanying notes to combined statement of revenue and certain expenses.
<PAGE>
RUSHMORE PROPERTIES GROUP
Notes to Combined Statement of Revenue and Certain Expenses
For the year ended December 31, 1998
1) Business
Rushmore Properties Group (the Portfolio) is not a legal entity, but rather a
combination of the operations for four industrial warehouse buildings that
were owned by Rushmore Plaza Partners Limited Partnership. The Portfolio's
properties are currently managed, leased and operated by Northcrest
Corporation. Cabot Industrial Trust acquired the properties on March 30,
1999. The accompanying financial statement includes all of the direct costs
of the business of the Portfolio. A summary of the holdings of the Portfolio
is as follows (each location has one building):
<TABLE>
<CAPTION>
Property Location Number of Tenants Square Feet
----------------- ------------------ -----------
<S> <C> <C>
Trenton Lane, Plymouth, MN 1 122,032
Lexington Ave, Eagan, MN 3 184,429
Cahill Road, Edina, MN 2 45,800
Monticello Lane, Maple Grove, MN 1 40,437
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392,698
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</TABLE>
2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Combined Statement of Revenue and Certain Expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in the Form 8-K of Cabot
Industrial Trust. The statement is not representative of the actual
operations of Rushmore Properties Group for the period presented nor
indicative of future operations as certain expenses, primarily depreciation,
amortization and interest expenses, which may not be comparable to the
expenses expected to be incurred by Cabot Industrial Trust in future
operations of the Portfolio, have been excluded.
Revenue and Expense Recognition
Revenue is recognized on a straight-line basis over the terms of the related
leases. Expenses are recognized in the period in which they are incurred.
<PAGE>
RUSHMORE PROPERTIES GROUP
Notes to Combined Statement of Revenue and Certain Expenses (continued)
For the year ended December 31, 1998
Use of Estimates
The preparation of the Combined Statement of Revenue and Certain Expenses in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.
3) Rental Revenue
All leases are classified as operating leases.
4) Future Minimum Rental Receipts
Future minimum rental receipts due on noncancelable operating leases for the
Portfolio as of December 31, 1998 are as follows:
<TABLE>
<S> <C>
1999 $ 1,578,864
2000 1,249,159
2001 1,162,769
2002 1,023,249
2003 784,302
Thereafter 270,854
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$ 6,069,197
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</TABLE>
The above amounts do not include additional rental receipts that will become
due as a result of the expense pass-through and escalation provisions in the
leases. The Portfolio is subject to the usual business risks associated with
the collection of the above scheduled rents.
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
To the Board of Trustees
at Cabot Industrial Trust:
We consent to the incorporation by reference of our report dated March 29, 1999,
with respect to the combined statement of revenue and certain expenses of the
Stayton Drive and Corridor Proeprties for the year ended December 31, 1998,
included in this Form 8-K, into Cabot Industrial Trust's previously filed
Registration Statements on Amendment No. 1 to Form S-3 (File No. 333-71585),
Form S-3 (File Nos. 333-71565, 333-61543), and Form S-8 (File No. 333-65169).
KPMG LLP
Los Angeles, California
March 30, 1999
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EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference of our report included in this Current Report on Form 8-K, into Cabot
Industrial Trust's previously filed and amended Registration Statements, as
applicable, on Form S-3 (File Nos. 333-71585, 333-71565, 333-61543), and S-8
(File No. 333-65169).
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 30, 1999
