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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
New Plan Realty Trust
-------------------------------------
(Name of Issuer)
Shares of Beneficial Interest, No Par Value
---------------------------------------------
(Title of Class of Securities)
337400-10-5
(CUSIP Number)
Cornelius J. Dwyer, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-7019
-------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 11, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this Statement [ ].
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SCHEDULE 13D
CUSIP No. 337400-10-5
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Algemeen Burgerlijk Pensioenfonds
(2) Check the Appropriate Box if a Member of a Group [ ] (a)
[ ] (b)
(3) SEC Use Only
(4) Source of Funds 00
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization The Kingdom of the
Netherlands
Number of (7) Sole Voting Power 5,000,000
Shares
Beneficially (8) Shared Voting Power 146,582
Owned By
Each (9) Sole Dispositive Power 5,000,000
Reporting
Person (10) Shared Dispositive Power 146,582
With
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 5,146,582
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11) 10.43%
(14) Type of Reporting Person EP
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SCHEDULE 13D
This Amendment No. 5, amends and restates as of the date
hereof the Schedule 13D filed with the Securities and Exchange Commission
("SEC") on January 22, 1991 (the "Schedule 13D") by Beleggingsmaatschappij
Propfum I B.V. ("Propfum") then known as Beleggingsmaatschappij Midas B.V., and
Algemeen Burgerlijk Pensioenfonds (the "Fund"), as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto, filed with the
SEC on March 1, 1991; May 14, 1991; June 26, 1991 and March 17, 1992,
respectively, with respect to the shares of beneficial interest, no par value
(the "Shares"), of New Plan Realty Trust, an unincorporated association
operating under a declaration of trust under the laws of the Commonwealth of
Massachusetts ("NPRT").
Item 1. Security and Issuer
This Statement relates to shares of beneficial interest, no
par value (the "Shares"), of New Plan Realty Trust, an unincorporated
association operating under a declaration of trust under the laws of the
Commonwealth of Massachusetts ("NPRT"). The address of the principal executive
offices of NPRT is 1120 Avenue of the Americas, New York, NY 10036.
Item 2. Identity and Background
This statement is filed by Algemeen Burgerlijk Pensioenfonds,
an entity established under the laws of The Kingdom of the Netherlands (the
"Fund"), whose principal business is investing funds held on behalf of public
sector employees of The Kingdom of the Netherlands. The address of the Fund's
principal executive office is Oude Lindestraat 70; postbus 2980, 6401 DL
Heerlen, The Netherlands. The name, principal occupation, citizenship and
business address of each director and of each executive officer of the Fund are
as follows:
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<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
X.J. den Uyl executive chairman The Netherlands Alg. Centrale van Overheids
of the Board of personeel
Trustees of the Fund P.O. box 14
2700 AA ZOETERMEER
H.J. Albersen Trustee The Netherlands CMHF
of the Fund P.0. box 80204
2508 AM 's-GRAVENHAGE
E.J. Anneveld Trustee The Netherlands C.F.O.
of the Fund P.O. box 84501
2508 AM 's-GRAVENHAGE
P.H. Holthuis Trustee The Netherlands Ministerie van O&W/BR/DG
of the Fund P.O. box 25000
2700 LZ ZOETERMEER
R. van Leeuwen Trustee The Netherlands ABOP
of the Fund Herengracht 54
1015 BN AMSTERDAM
P.F. van Loo Trustee The Netherlands Ministerie van SoZaWe
of the Fund P.O. box 90802
2509 LV 's-GRAVENHAGE
C.L.J. v. Overbeek Trustee The Netherlands Katholieke Onderwijs
of the Fund Vakorganisatie
Verrijn Stuartlaan 36
2280 EL RIJSWIJK
A.C. van Pelt Trustee The Netherlands Ned. Gennootschap van
of the Fund Leraren
P.O. box 407
3300 AK DORDRECHT
D.M. Sluimers Trustee of The Netherlands Ministerie van Financien
the Fund Casuariestraat 32
2511 VB 's-GRAVENHAGE
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
C. van Tilbourg Trustee The Netherlands Vereniging van Nederlandse
of the Fund Gemeenten
P.O. Box box 30435
2500 GK 's-GRAVENHAGE
H. v.d. Walle Trustee The Netherlands Gemeentehuis Enschede
of the Fund Langestraat 24
7511 HC ENSCHEDE
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
P.J. Bezemer Executive Chairman The Netherlands P.0. box 4910
of the Board of 6401 JS HEERLEN
Directors of the
Fund
J.M.G. Frijns Member of the The Netherlands P.O. box 2889
Board of Diretors 6401 DJ Heerlen
of the Fund
M.J.M.C. Vaessen Managing Director The Netherlands P.O. box 4820
of the Fund 6401 JM HEERLEN
A.J.M. Pierik Managing Director The Netherlands P.O. box 4880
of the Fund 6401 JR HEERLEN
G.H.G.M. Vankan Managing Director The Netherlands P.O. box 3005
of the Fund 6401 DM EEERLEN
M.G. Reissenweber Managing Director The Netherlands P.O. box 2980
of the Fund 6401 DL HEERLEN
H.J.P. Penders Managing Director The Netherlands P.0. box 4800
of the Fund 6401 JL HEERLEN
J.W.M.H. Paters Managing Director The Netherlands P.O. box 4900
of the Fund 6401 JS HEERlen
J.H.J. Bijsmans Managing Director The Netherlands P.O. box 4860
of the Fund 6401 JP HEERLEN
</TABLE>
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During the last five years, neither the Fund nor any of its
executive officers or directors has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceedings was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On January 10, 1992, a wholly owned subsidiary of the Fund,
Beleggingsmaatschappij Midas B.V., whose name has since been changed to
Beleggingsmaatschappij Propfum I B.V. ("Propfum"), acquired from NPRT 4,000,000
Shares for a purchase price of $67,110,500 in cash pursuant to a Purchase
Agreement, dated December 18, 1990 between NPRT and Propfum (the "Purchase
Agreement") a copy of which was filed as an exhibit to this Statement as
originally filed.
In May of 1991 Propfum purchased an additional 368,600 Shares
from NPRT for a purchase price of $6,502,600 in cash and in June of 1991
Propfum purchased an additional 300,000 Shares from NPRT for a purchase price
of $5,538,000 in cash.
In March of 1992 the Fund transferred to Propfum 331,400
Shares owned directly by the Fund and on January 11, 1994, as of December 31,
1993, Propfum transferred to the Fund direct ownership of all 5,000,000 Shares
owned by Propfum. The Fund has acknowledged to NPRT that the Fund holds these
5,000,000 Shares subject to the terms and conditions of the Purchase Agreement.
The funds used to pay the consideration due to NPRT by Propfum in connection
with its purchases of Shares were made available to it as loans by the Fund.
Subsequently the Shares of NPRT were transferred to the Fund by Propfum against
repayment of the outstanding loans, together with accrued interest as of
December 31, 1993, totalling $94,979,913.63. Such funds, as well as the funds
applied by the Fund to its direct purchase of Shares, represented funds
available to the Fund for its investment operations and were not borrowed from
any third party.
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Item 4. Purpose of Transaction
The Shares are held by the Fund for investment purposes.
Except as described herein, the Fund does not have any present intention of
disposing of Shares or of proposing or taking any action of the type referred
to in Item 4 of Schedule 13D. The Fund reserves the right to increase or
reduce its holdings of Shares.
Pursuant to the Purchase Agreement, the Fund has agreed to
certain restrictions on the disposition of the Shares owned by it during the
period expiring January 10, 2001. The Fund has agreed during the period
expiring January 10, 2006 (provided Continuing Trustees, as defined in the
Purchase Agreement, constitute a majority of the Board of Trustees and
Continuing Officers, as defined in the Purchase Agreement, constitute a
majority of the Executive Officers) not to increase its percentage ownership of
NPRT voting securities outstanding above 15%. Also, the Purchase Agreement
contains provisions allowing the Fund to maintain its percentage ownership of
NPRT's voting securities outstanding in the event of certain issuances of
securities by NPRT. Pursuant to the Purchase Agreement, the Fund has the right
to require NPRT to effect registration of its Shares under the Securities Act
of 1933, as amended, in connection with the registration of other NPRT Shares
or separately under the conditions described in the Purchase Agreement.
Also, pursuant to the Purchase Agreement, so long as the Fund
beneficially owns at least 9.9% of NPRT's outstanding Shares, NPRT will include
the Fund's designee in NPRT's Board of Trustees' nominees for election as
Trustee at each annual meeting of shareholders unless a designee of the Fund
already serves as a Trustee and the term of such Trustee does not expire at
such annual meeting.
William Newman, Joseph Newman and Melvin D. Newman (the
"Newmans") have agreed in a separate agreement (the "Voting Agreement") that,
provided the Fund owns at least 9.9% of NPRT's outstanding shares, the Newmans
will vote the Shares which they own or the voting of which is controlled by
them in favor of the election as a Trustee of any person designated by the Fund
in accordance with paragraph 4(a) of the Purchase Agreement. The Voting
Agreement was filed as an exhibit to this Statement as originally filed.
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The foregoing descriptions of the Purchase Agreement and the
Voting Agreement do not purport to be complete and are qualified in their
entirety by reference to the texts of each of such agreements which were filed
as exhibits to this Statement as originally filed.
Item 5. Interest in Securities of the Issuer
In addition to the 5,000,000 Shares owned of record and
beneficially by the Fund which the Fund has sole power to vote and dispose of,
146,582 Shares are owned of record and beneficially by AMVABEL, N.V., a Dutch
investment institution in which the Fund has a minority interest. The Fund
shares with AMVABEL, N.V. the power to vote and to dispose of these 146,582
Shares. The 5,000,000 Shares owned of record and beneficially represent 10.14%
of the 49,262,895 Shares which NPRT has informed the Fund were outstanding as
of January 19, 1994. The 146,582 Shares owned of record and beneficially by
AMVABEL, N.V. represent .29% of the Shares outstanding as of such date.
Except as described herein no transactions in the Shares were
effected during the past sixty days by the Fund.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Except for the Purchase Agreement and the Voting Agreement,
neither the Fund nor any of its executive officers or directors have any
contracts, arrangements or understandings with any person with respect to any
securities of NPRT.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 Purchase Agreement, dated December 18, 1990,
between New Plan Realty Trust and
Beleggingsmaatschappij Midas I B.V. filed with
this Statement as originally filed.
Exhibit 2 Voting Agreement, dated December 18, 1990,
of William Newman, Joseph Newman and Melvin D.
Newman filed with this Statement as originally
filed.
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Signatures
Amendment No. 5
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this amendment to the statement is
true, complete and correct.
Dated: January 28, 1994 ALGEMEEN BURGERLIJK
PENSIOENFONDS
By: s/s Martien G. Reissenweber
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Title:
Executive Managing Director
of the Real Estate Division
