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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
JUNE 30, 1998
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Date of report (Date of
earliest event reported)
WILSHIRE REAL ESTATE INVESTMENT TRUST INC.
(Exact name of registrant as specified in its charter)
MARYLAND 0-23911 52-2081138
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(State or other COmmission File Number (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1776 SW MADISON STREET, PORTLAND, OR 97205
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(Address of principal executive offices)(Zip Code)
(503) 223-5600
Registrant's telephone number, including area code
NOT APPLICABLE
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(Former name or former address, if changed since
last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Current Report on Form 8-K/A amends the Current Report on Form 8-K
filed by Wilshire Real Estate Investment Trust Inc. (the "Company") on September
29, 1998. It provides the pro forma financial information for the properties
acquired known as Warner Estates.
As previously reported, on June 30, 1998, the Company acquired Warner
Estates, a 227,525 square foot multi-tenant commercial property portfolio,
including 93,267 square feet of retail space, comprised of twenty-one (21)
commercial properties located in the United Kingdom. The purchase price was
approximately (pound)13.7 million (approximately US $24.1 million at exchange
rates in effect on June 30, 1998). The source of the funds used for the
acquisition was an $18.8 million mortgage loan from Barclays Bank PLC and
available cash.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) As of the date of this Form 8-K, the Company has made all reasonable
efforts to obtain financial statements relating to the assets acquired.
Historical financial statements were never prepared for these properties and
data which would be required to create financial statements was not available.
Our independent accountants working with the seller and the Company's manager's
staff in England could not gather data that would be sufficient to support
audited financial statements. The Company did not rely on historical financial
information for evaluating the acquisition, but rather relied upon projections
and current economic conditions. Accordingly, audited financial statements for
the most recent completed fiscal year and current interim financial statements
have not been filed.
(b) Pro forma financial information of the properties listed under Item 2
is attached hereto and incorporated herein by reference, as Exhibit 99.1.
(c) Exhibits.
99.1 Pro Forma Financial Information.
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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.
WILSHIRE REAL ESTATE
INVESTMENT TRUST INC.
Date: January 11, 1999 By: /s/ Lawrence A. Mendelsohn
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Lawrence A. Mendelsohn
President
By: /s/ Chris Tassos
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Chris Tassos
Executive Vice President and
Chief Financial Officer
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EXHIBIT 99.1
WILSHIRE REAL ESTATE INVESTMENT TRUST INC.
PRO FORMA FINANCIAL INFORMATION - NARRATIVE FORMAT
The following unaudited pro forma financial information of Wilshire
Real Estate Investment Trust Inc. ("WREIT" or the "Company") gives effect to the
acquisition of the Warner Estates properties, as if the transaction occurred as
of January 1, 1997 with respect to the unaudited pro forma operating information
and as of September 30, 1998 with respect to the unaudited pro forma financial
condition information.
The unaudited pro forma financial information is not necessarily
indicative of the results that might have been achieved by WREIT if the
acquisition had been consummated as of the indicated dates. The unaudited pro
forma financial information should be read in conjunction with the historical
consolidated financial statements of WREIT, together with the related notes
thereto, which were filed November 23, 1998 on Form 10-Q for the period ended
September 30, 1998.
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On June 30, 1998, Wilshire Real Estate Investment Trust Inc. (the
"Company") acquired Warner Estates, a 227,525 square foot multi-tenant
commercial property portfolio, including 93,267 square feet of retail space,
comprised of twenty-one (21) commercial properties located in the United
Kingdom. The purchase price was approximately (pound)13.7 million (approximately
US $24.1 million at exchange rates in effect on June 30, 1998). The source of
the funds used for the acquisition was an $18.8 million mortgage loan from
Barclays Bank PLC and available cash. The properties were acquired from
Lancaster Holdings Limited, Lotkeep Limited, Fordhare Limited, Cardiff &
Provincial Properties Limited, Vere Street Investments Limited, Warvale Limited
and Warner Estate, Limited (collectively, the "Sellers"), each a third party
unaffiliated with the Company. The purchase price was determined through arms
length negotiations between the Company and the Sellers. The Company intends to
continue to use the buildings within the complex as commercial rental
properties.
As this transaction was completed as of September 30, 1998 and the
properties and related financing have been included in the statement of
financial condition at September 30, 1998, the pro forma effect of this
transaction would not be material. As such, the pro forma effect of this
transaction on the September 30, 1998 consolidated statement of financial
condition would only have resulted in an increase in total assets of $0.1
million due to income provided by operations of the properties, offset in part,
by depreciation of the properties. Liabilities and stockholders' equity would
have increased by $0.1 million due to the pro forma effect of adjusting retained
earnings for the net
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lease income, offset in part, by repayments of principal on the
mortgage loan.
Additionally, the pro forma effect of this acquisition to the
consolidated operations of the Company for the year ended December 31, 1997 and
nine months ended September 30, 1998 would be as follows:
o Increase in real estate operations income by $0.6 million and $0.4
million for the year ended December 31, 1997 and the nine months ended
September 30, 1998, respectively.
o Increase in management fee expenses by $0.2 million and $0.2 million
for the year ended December 31, 1997 and the nine months ended
September 30, 1998, respectively.
o Increase in net income for the year ended December 31, 1997 by $0.3
million. Basic and diluted earnings per share would have increased by
$0.03.
o Increase in net income for the nine months ended September 30, 1998 by
$0.2 million. Basic and diluted earnings per share would have increased
by $0.02.
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in such statements. All of the statements
contained in this report which are not identified as historical should be
considered forward-looking. In connection with certain forward-looking
statements contained in this report and those that may be made in the future by
or on behalf of the Company which are identified as forward-looking, the Company
notes that there are various factors that could cause actual results to differ
materially from those set forth in any such forward-looking statements. Such
factors include but are not limited to, the real estate market, the availability
of real estate assets at acceptable prices, the availability of financing,
interest rates, and European expansion. Accordingly, there can be no assurance
that the forward-looking statements contained in this report will be realized or
that actual results will not be significantly higher or lower. The
forward-looking statements have not been audited by, examined by, or subjected
to agreed-upon procedures by independent accountants, and no third party has
independently verified or reviewed such statements. Readers of this report
should consider these facts in evaluating the information contained herein. The
inclusion of the forward- looking statements contained in this report should not
be
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regarded as a representation by the Company or any other person that the
forward-looking statements contained in this report will be achieved. In light
of the foregoing, readers of this report are cautioned not to place undue
reliance on the forward-looking statements contained herein.
