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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended July 31, 1994 OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ____________
Commission File Number 1-8459
NEW PLAN REALTY TRUST
(Exact name of registrant as specified in its charter)
Massachusetts 13-1995781
(State of incorporation) (I.R.S. employer
identification no.)
1120 Avenue of the Americas,
New York, NY 10036 (212) 869-3000
(Address of principal executive offices) (Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Shares of Beneficial Interest, no par value
(Title of Class)
New York Stock Exchange
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $1,118,647,000 based on the closing price
on the New York Stock Exchange for such stock on September 26, 1994.
The number of shares of the Registrant's Shares of Beneficial Interest
outstanding was 52,595,161 as of September 26, 1994.
Documents Incorporated By Reference
Portions of the 1994 New Plan Realty Trust Proxy Statement to be filed
with the Securities and Exchange Commission within 120 days after the year
covered by this Form 10-K with respect to the Annual Meeting of
Shareholders to be held on December 14, 1994 are incorporated by reference
into Part III.
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<PAGE>
TABLE OF CONTENTS
Form
10-K
Report
Item No. Page
PART I
1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 13
4. Submission of Matters to a Vote of Security Holders. . . . . . 13
PART II
5. Market for the Registrant's Common Equity and Related
Shareholder Matters. . . . . . . . . . . . . . . . . . . . . 14
6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . 16
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . 17
8. Financial Statements and Supplementary Data. . . . . . . . . . 19
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . . 19
PART III
10. Trustees and Executive Officers of the Trust . . . . . . . . . 20
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . 21
12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . 21
13. Certain Relationships and Related Transactions . . . . . . . . 21
PART IV
14. Exhibits, Consolidated Financial Statements, Consolidated
Financial Statement Schedules, and Reports on Form 8-K . . . 22
<PAGE>
PART I
Item I.. Business
A. General Development of Business
New Plan Realty Trust ("Registrant" and sometimes the "Trust"), a
self-administered and self-managed equity real estate investment trust,
was organized on July 31, 1972 as a business trust under the laws of the
Commonwealth of Massachusetts. The Trust is the successor to the original
registrant (Reg. No. 2-19671), New Plan Realty Corporation, which was
incorporated under the laws of the State of Delaware on December 4, 1961.
(b) Financial Information About Industry Segments
The Trust is in the business of managing, operating, leasing,
acquiring, developing and investing in shopping centers, factory outlet
centers and apartment complexes. See the Consolidated Financial
Statements and Notes thereto included in Item 8 of this Annual Report on
Form 10-K for certain information required by Item 1.
(c) Narrative Description of Business
General
At September 26, 1994, the Trust owned fee, mortgage or leasehold
interests in 97 shopping centers containing an aggregate of approximately
12,459,000 gross rentable square feet, five factory outlet centers
containing approximately 1,559,000 gross rentable square feet and 20
rental apartment complexes containing 3,940 units, located in 20 states.
The average occupancy rate at July 31, 1994 for the shopping centers,
factory outlet centers and apartments were approximately 89%, 94% and 97%,
respectively.
The Trust is self-administered and self-managed and will not engage
or pay a REIT advisor because the Trust personnel manage and maintain all
of the Trust's properties.
The Trust maintains its executive offices at 1120 Avenue of the
Americas, New York, New York 10036, and its telephone number is (212) 869-
3000.
Acquisition, Financing and Operating Strategies
The Trust's primary investment strategy is to identify and purchase
well-located income-producing shopping centers and garden apartment
complexes at a discount to replacement cost. The Trust also purchases
selected factory outlet centers. The Trust seeks to achieve income growth
and enhance the cash flow potential of its properties through a program of
expansion, renovation, leasing, re-leasing and improving the tenant mix.
The Trust minimizes development risks by generally purchasing existing
income-producing properties.
The Trust generally has acquired properties for cash. It is
management's belief that its ability to purchase available properties for
cash enhances its negotiating position in obtaining attractive purchase
prices. In a few instances properties have been acquired subject to
existing non-recourse long-term mortgages. Long-term debt of the Trust at
July 31, 1994, consisted of approximately $28.1 million of mortgages and
notes bearing interest at rates ranging from 6.53% to 10.75% and having a
weighted average interest rate of 9.4%. The Trust's short-term debt
consists of normal trade payables, a note payable and the current portion
of mortgages payable. As of July 31, 1994 the Trust had used
approximately $7.5 million of its $65 million line of credit with the Bank
of New York and Fleet Bank N.A. to purchase properties. Subsequent to
July 31, 1994 the credit facility was increased to $100 million.
Virtually all operating and administrative functions, such as
leasing, data processing, finance, accounting, construction and legal, are
centrally managed at the Trust's headquarters. In addition, the Company
maintains regional offices at Louisville, KY, Syracuse, NY, Connellsville,
PA, Cordele, GA, Toledo, OH and Nanuet, NY. On-site functions such as
security, maintenance, landscaping, sweeping, plumbing, electrical and
other similar activities are either performed by the Trust or
subcontracted. The cost of these functions are passed through to tenants
to the extent permitted by the respective leases.
Developments During The 1993-1994 Fiscal Year
In the fiscal year ended July 31, 1994, the Trust acquired 15
shopping centers containing an aggregate of approximately 2.5 million
gross rentable square feet, three factory outlets containing approximately
825,000 gross rentable square feet and seven apartment complexes
containing 1,748 units. The newly acquired properties are located in
California, Georgia, Indiana, Kentucky, Missouri, New Jersey, New York,
Ohio, Pennsylvania, South Carolina, Tennessee and Virginia. The total
cost of purchase for the properties, including outstanding mortgages
payable, was approximately $209 million.
Subsequent to July 31, 1994 the Trust purchased a shopping center
containing an aggregate of 102,000 gross rentable square feet and an
apartment complex containing 164 units. The newly acquired properties are
located in Ohio and New Jersey. The aggregate purchase price for the
properties was approximately $13.3 million.
The acquisition of three factory outlets in November 1993 represents
a continuation of the Trust's strategy of expanding its investment
portfolio into the factory outlet sector. The Trust believes that factory
outlet centers represent a significant new retailing development in the
1990s due to their "value-oriented" approach. This approach enables
customers to shop directly for manufacturers' nationally-branded
merchandise. The Trust intends to seek to acquire additional factory
outlet centers in the future as a part of its overall investment strategy.
Gross receipts and net income before gains from the sale of
properties and securities of the Trust for the fiscal year ended July 31,
1994 were the largest in the Trust's history. As a result of the growth
of the Trust through its property acquisitions program, the flagship
property, Roosevelt Mall Shopping Center and Annex, in Philadelphia,
Pennsylvania, generated less than 10% of the total gross revenues of the
Trust in fiscal 1994 and 1993. In fiscal year 1992 the percent of total
revenues was approximately 12.6%.
Competition
The success of the Trust depends, among other factors, upon the
trends of the economy, including interest rates, construction costs,
income tax laws and increases or decreases in operating expenses,
governmental regulations and legislation, including environmental
requirements, real estate fluctuations, retailing trends, population
trends, zoning laws, the financial condition and stability of tenants, the
availability of financing and capital on satisfactory terms and the
ability of the Trust to compete with others for tenants and keep its
properties leased at profitable levels. The Trust competes for properties
with an indeterminate number of investors, including domestic and foreign
corporations and financial institutions, and an increasing number of real
estate investment trusts, life insurance companies, pension funds and
trust funds. The Trust regularly reviews its portfolio and from time to
time considers the sale of certain of its properties.
Adverse changes in general or local economic conditions could result
in the inability of some existing tenants of the Trust to meet their lease
obligations and could otherwise adversely affect the Trust's ability to
attract or retain tenants. Management believes, however, that the Trust's
financial strength and operating practices, particularly its ability to
implement renovation and expansion programs and its intensive leasing
programs, will enable it to maintain and increase rental income from its
properties.
Employees
As of September 22, 1994, the Trust employed approximately 318
individuals, including executive, administrative and field personnel.
Some of the Trust's employees are subject to a collective bargaining
agreement and the Trust has experienced no labor-related work stoppages.
The Trust considers its relations with its personnel to be good.
Qualification as a Real Estate Investment Trust
The Trust presently meets the qualification requirements of a real
estate investment trust under Sections 856-58 of the Internal Revenue Code
of 1986, as amended (the "Code"). If, as the Trust contemplates, such
qualification continues, the Trust will not be taxed on its real estate
investment trust taxable income, at least 95% of which will be distributed
to shareholders. See Item 5 below.
Item 2. Properties
The location, general character and primary occupancy information
with respect to Registrant's properties as of July 31, 1994 (including
acquisitions through September 22, 1994) are set forth on the Summary of
Properties Schedule on the pages immediately following.
<PAGE>
<TABLE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1994
(Includes acquisitions through September 26, 1994)
<CAPTION>
Description Number Average
Property -------------------------- Type of of Percent Rental/ Mortgage
Sq. Ft. Units Acres Interest Tenants Rented Sq. Ft. Payable
---------------- ------- ----- ----- -------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Apartments
- - - - - ---------------------
BRECKENRIDGE APTS 120 7 Fee 120 100
BIRMINGHAM AL
DEVONSHIRE PLACE 284 16 Fee 257 90
BIRMINGHAM AL
COURTS AT WILDWOOD 220 22 Fee 211 96 2,750,000
BIRMINGHAM AL
RODNEY APARTMENTS 207 11 Fee 204 99
DOVER DE
MAYFAIR APARTMENTS 96 7 Fee 94 98
DOVER DE
LAKE PARK APARTMENTS 227 10 Fee 226 100
LAKE PARK FL
JAMESTOWN APARTMENTS 125 8 Fee 120 96
LEXINGTON KY
POPLAR LEVEL APARTMENTS 88 3 Fee 87 99
LOUISVILLE KY
LA FONTENAY APARTMENTS 248 17 Fee 234 94
LOUISVILLE KY
CHARLESTOWN @ DOUGLASS HILLS 244 17 Fee 222 91
LOUISVILLE KY
MEADOW EAST APARTMENTS 100 15 Fee 94 94
POTSDAM NY
MOHAWK GARDEN APARTMENTS 209 12 Fee 199 95
ROME NY
ARLINGTON VILLAGE APARTMENTS 164 10 Fee (1)
FAIRBORN OH
CHESTERFIELD APARTMENTS 104 9 Fee 102 98
MAUMEE OH
SEDGEFIELD APARTMENTS 280 19 Fee 273 98
FLORENCE SC
HICKORY LAKE APARTMENTS 322 26 Fee 321 100
ANTIOCH TN
ASHFORD PLACE APARTMENTS 268 16 Fee 267 100
CLARKSVILLE TN
THE PINES APARTMENTS 224 11 Fee 217 97
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 170 11 Fee 164 96
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 240 11 Fee 236 98
CLARKSVILLE TN
Development
_______________________
JACKSON FACTORY OUTLET CENTER 55 Fee
JACKSON TOWNSHIP NJ
Factory Outlets
- - - - - ---------------------
BARSTOW FACTORY OUTLET 333,000 49 Fee (5) 54 99 20.76 10,682,310
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 335,000 32 Fee (2) 96 100 15.29 113,946
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 316,000 9 Leasehold (4) 53 100 17.56
BRANSON MO
OSAGE FACTORY OUTLET VILLAGE 399,000 147 Fee 109 100 18.60
OSAGE BEACH MO
FT CHISWELL FACTORY OUTLET 176,000 55 Fee 27 56 5.31
MAX MEADOWS VA
Mortgages Receivable
- - - - - ---------------------
1 NORTH CENTRAL AVENUE 15,000 1 $500,000
HARTSDALE NY Second
Mortgage
NEWDON PLAZA 105,000 10 $10,350,000
NEW CITY NY First
Mortgage
WHITESTOWN PLAZA 83,000 11 $4,610,000
WHITESBORO NY First
Mortgage
LAUREL MALL 333,000 57 $6,200,000
CONNELLSVILLE PA Second
Mortgage
Office Building
- - - - - ---------------------
INSTITUTE FOR DEFENSE ANALYSES 51,000 8 Leasehold(C) 1 100 4.49
PRINCETON NJ
Shopping Centers
- - - - - ---------------------
RODNEY VILLAGE 216,000 15 Fee 20 66 4.70
DOVER DE
DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 1 100 1.30
DOVER DE
ALBANY PLAZA 114,000 7 Fee 12 100 5.77
ALBANY GA
SOUTHGATE PLAZA - ALBANY 60,000 5 Fee 6 85 3.27
ALBANY GA
PERLIS PLAZA 166,000 20 Fee 27 89 4.74
AMERICUS GA
EASTGATE PLAZA - AMERICUS 44,000 4 Fee 7 100 4.20
AMERICUS GA
ROGERS PLAZA 50,000 5 Fee 4 59 2.51
ASHBURN GA
CORDELE SQUARE 131,000 11 Fee 12 87 4.11
CORDELE GA
SOUTHGATE PLAZA - CORDELE 39,000 3 Fee 3 54 2.52
CORDELE GA
MR B'S 14,000 1 Fee 6 74 3.48
CORDELE GA
HABERSHAM VILLAGE 147,000 18 Fee 12 94 4.81 4,604,436
CORNELIA GA
WESTGATE - DUBLIN 191,000 35 Fee 20 80 3.90
DUBLIN GA
VICTORY SQUARE 165,000 35 Fee 19 96 6.42
SAVANAH GA
TIFT-TOWN 61,000 4 Fee 10 58 3.06
TIFTON GA
WESTGATE - TIFTON 16,000 2 Fee 5 100 5.77
TIFTON GA
COLUMBUS CENTER 270,000 24 Fee 15 78 3.19
COLUMBUS IN
JASPER MANOR 194,000 26 Fee 9 89 5.54
JASPER IN
TOWN FAIR SHOPPING CENTER 114,000 16 Fee 5 98 5.36
PRINCETON IN
WABASH CROSSING 167,000 18 Fee 10 100 6.11
WABASH IN
JACKSON VILLAGE 145,000 48 Fee 8 62 3.44
JACKSON KY
J*TOWN CENTER 187,000 17 Fee 22 97 5.34
JEFFERSONTOWN KY
CHINOE VILLAGE 106,000 10 Fee 19 54 4.60
LEXINGTON KY
NEW LOUISA PLAZA 111,000 20 Fee 12 91 3.77
LOUISA KY
PICCADILLY SQUARE 96,000 13 Fee 12 96 3.99
LOUISVILLE KY
EASTGATE SHOPPING CENTER 145,000 18 Fee 29 95 9.50
MIDDLETOWN KY
SHOPPING CENTER - SALISBURY 110,000 16 Fee 1 99 1.21
SALISBURY MD
WASHTENAW FOUNTAIN PLAZA 136,000 12 Fee 8 93 9.73
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 80,000 10 Fee 1 100 1.21
GOLDSBORO NC
SHOPPING CENTER - GREENVILLE 4,000 17 Fee 1 100 8.10
GREENVILLE NC
SHOPPING CENTER - LUMBERTON 107,000 17 Fee 1 4 .37
LUMBERTON NC
SHOPPING CENTER - NEW BERN 99,000 19 Fee 1 100 .48
NEW BERN NC
SHOPPING CENTER - WILSON 105,000 17 Fee 1 76 .53
WILSON NC
LAUREL SQUARE 243,000 35 Fee 27 99 8.57
BRICKTOWN NJ
HAMILTON PLAZA 149,000 18 Fee 7 97 5.35
HAMILTON NJ
BENNETTS MILLS PLAZA 102,000 13 Fee (1) 26 98
JACKSON NJ
MIDDLETOWN PLAZA 123,000 19 Fee 18 75 9.94
MIDDLETOWN NJ
UNIVERSITY MALL 78,000 25 Fee 7 89 4.83
CANTON NY
CORTLANDVILLE 100,000 13 Fee 3 100 3.35
CORTLAND NY
KMART PLAZA 116,000 11 Fee 4 100 6.25
DEWITT NY
D & F PLAZA 192,000 30 Fee 22 69 4.80
DUNKIRK NY
SHOPPING CENTER - ELMIRA 54,000 5 Fee 1 100 2.20
ELMIRA NY
PYRAMID MALL 233,000 37 Fee 8 88 8.37
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 45,000 4 Fee 2 100 3.15
GLOVERSVILLE NY
MCKINLEY PLAZA 93,000 20 Fee 12 100 10.94
HAMBURG NY
CAYUGA PLAZA 207,000 22 Fee 14 91 5.43
ITHACA NY
@ SENECA MALL 238,000 30 Fee 12 78 6.19
LIVERPOOL NY
TRANSIT ROAD PLAZA 138,000 15 Fee 4 100 4.19
LOCKPORT NY
SHOPPING CENTER - MARCY 123,000 21 Fee 1 100 .66
MARCY NY
ROCKLAND PLAZA 260,000 28 Fee (3) 37 97 17.39
NANUET NY
SOUTH PLAZA 144,000 36 Fee 14 98 4.84
NORWICH NY
WESTGATE PLAZA - ONEONTA 72,000 11 Fee 4 100 5.24
ONEONTA NY
OSWEGO PLAZA 131,000 20 Fee 15 86 4.57
OSWEGO NY
MOHAWK ACRES 107,000 13 Fee 22 93 9.32
ROME NY
MONTGOMERY WARD 84,000 7 Fee 1 100 1.99
ROME NY
PRICE CHOPPER PLAZA 78,000 6 Fee 4 100 8.31
ROME NY
WESTGATE MANOR PLAZA - ROME 66,000 15 Fee 11 82 6.14
ROME NY
NORTHLAND 123,000 23 Fee 11 91 4.99
WATERTOWN NY
HARBOR PLAZA 52,000 7 Fee 8 83 6.44
ASHTABULA OH
BELPRE PLAZA 89,000 8 Leasehold 9 50 3.42
BELPRE OH
SOUTHWOOD PLAZA 83,000 44 Fee 10 68 3.85
BOWLING GREEN OH
BRENTWOOD PLAZA 237,000 20 Fee 29 93 5.96
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTE 139,000 13 Fee 16 100 7.32
CINCINNATI OH
SOUTH TOWNE CENTRE 309,000 29 Fee 31 95 6.89
DAYTON OH
HERITAGE SQUARE 232,000 29 Fee 20 100 5.25
DOVER OH
FAIRFIELD MALL 74,000 9 Fee 8 95 6.15
FAIRFIELD OH
SILVER BRIDGE PLAZA 146,000 20 Fee 14 79 3.16
GALLIPOLIS OH
SHOPPING CENTER - GENOA 17,000 2 Fee 5 100 8.34 600,375
GENOA OH
PARKWAY PLAZA 141,000 12 Fee 16 74 2.88
MAUMEE OH
SHOPPING CENTER - MILLERSBURG 17,000 3 Fee 3 85 7.70
MILLERSBURG OH
NEW BOSTON SHOPPING CENTER 234,000 22 Fee 16 99 6.17 9,309,000
NEW BOSTON OH
MARKET PLACE 170,000 18 Fee 12 89 4.55
PIQUA OH
CENTRAL AVE MARKET PLACE 157,000 18 Fee 5 100 3.22
TOLEDO OH
SHOPPING CENTER - ANNVILLE 83,000 15 Fee 1 100 1.49
ANNVILLE PA
SHOPPING CENTER - HANOVER 87,000 12 Fee 3 21 2.27
HANOVER PA
STONE MILL PLAZA 95,000 21 Fee 22 98 10.81
LANCASTER PA
CROSSROADS PLAZA 105,000 14 Fee 12 95 3.26
MT. PLEASANT PA
JOHN WANAMAKER 313,000 Fee (B) 1 100 .79
PHILADELPHIA PA
ROOSEVELT MALL NE 250,000 36 Leasehold (A) 60 89 22.70
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 36,000 Fee 7 58 27.23
PHILADELPHIA PA
NORTHLAND CENTER 94,000 15 Fee & 18 87 9.64
STATE COLLEGE PA Leasehold
CONGRESS CROSSING 172,000 39 Fee 16 95 6.28
ATHENS TN
GREENEVILLE COMMONS 223,000 26 Fee 20 95 6.37
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 159,000 18 Leasehold 16 96 3.46
KINGSPORT TN
GEORGETOWN SQUARE 104,000 11 Fee 20 84 8.19
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 82,000 10 Fee 0 0 0.00
COLONIAL HEIGHTS VA
SHOPPING CENTER - HARRISONBURG 119,000 10 Fee 2 69 1.36
HARRISONBURG VA
HANOVER SQUARE SHOPPING CENTER 130,000 14 Fee 23 95 10.31
MECHANICSVILLE VA
VICTORIAN SQUARE 271,000 34 Fee 30 98 8.01
MIDLOTHIAN VA
SHOPPING CENTER - SPOTSYLVANIA 87,000 8 Fee 1 100 2.05
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 177,000 30 Fee 16 97 6.47
WISE VA
MOUNDSVILLE PLAZA 143,000 29 Fee 14 83 4.17
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 75,000 7 Leasehold 7 100 7.72
PARKERSBURG WV
KMART PLAZA 102,000 14 Fee 11 99 4.24
VIENNA WV
____________
Total Mortgage Payable on Trust Properties $ 28,060,067
============
(A) Lease expires July 1, 2064.
(B) Tenant has four ten year renewal options at an annual rent of $135,000.
(C) The lease and the operating sublease expire on April 18, 2012.
(1) Property purchased after July 31, 1994.
(2) Includes 28,000 sq. ft. of expansion under construction.
(3) Includes free standing parcel purchased July 1994 containing 3,000 ft.
(4) Includes 127,000 sq. ft. of expansion under construction.
(5) Includes 131,000 sq. ft. of expansion under construction.
(6) Does not include expansion.
/TABLE
<PAGE>
Item 3. Legal Proceedings
The Trust is not presently involved in any material litigation
nor, to its knowledge, is any material litigation threatened against the
Trust or its properties, other than routine litigation arising in the
ordinary course of business or which is expected to be covered by the
Trust's liability insurance.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters
(a) Market Information
The following table shows the high and low sales price for the
Trust's shares on the New York Stock Exchange, and, prior to June 12,
1986, on the American Stock Exchange, and cash distributions paid for the
periods indicated. Figures are adjusted to give effect to a 2-for-1 stock
split on February 1, 1983 and a 3-for-2 stock split on April 1, 1986.
Fiscal Year Ended Cash Dividends
July 31, High Low Paid per Share
______ ________ ______________
1983 $ 9.50 $ 4.96 $ .51
1984 8.50 7.25 .57
1985 11.92 7.50 .65
1986 14.50 10.00 .73
1987 18.38 13.00 .81
1988 17.63 10.75 .89
1989 17.88 14.38 .97
1990 19.13 14.88 1.05
1991 21.25 13.75 1.13
1992 25.00 19.63 1.21
1993
First Quarter 23.13 21.75 .315
Second Quarter 26.13 22.00 .3175
Third Quarter 26.38 22.88 .32
Fourth Quarter 25.00 21.50 .3225
_______
TOTAL 1.275
1994
First Quarter 26.38 21.50 .3250
Second Quarter 25.75 21.25 .3275
Third Quarter 24.25 20.88 .33
Fourth Quarter 23.63 20.38 .3325
_______
TOTAL 1.315
(b) Holders
The approximate number of record holders of the Trust's shares of
beneficial interest, no par value, (the only class of common equity) at
September 26, 1994 was 11,894.
(c) Dividends
The Trust made distributions to shareholders aggregating $1.315 per
share during the fiscal year ended July 31, 1994. Of this distribution,
it is estimated that $1.036 will qualify as ordinary income, $.048 will
qualify as capital gain distribution and $.231 will qualify as a return of
capital.
The Trust has paid regular and uninterrupted cash distributions on
its Shares since it commenced operations as a real estate investment trust
in 1972. Since inception, each dividend has either been equal to or
greater than the dividend preceding it, and the dividends have been
increased in each of the last 61 consecutive quarters.
The Trust intends to continue to declare quarterly distributions on
its Shares. However, no assurances can be made as to the amounts of
future distributions since such distributions are subject to the Trust's
cash flow from operations, earnings, financial condition, capital
requirements and such other factors as the Board of Trustees deems
relevant. The principal factors in the determination of the amounts of
distributions are the requirements of the Internal Revenue Code of 1986,
as amended, that a real estate investment trust must distribute at least
95% of its real estate investment trust taxable income. The amount of
cash available for distribution is impacted by capital expenditures to the
extent the Trust were to fund such expenditures out of cash from
operations.
The Trust has a Dividend Reinvestment and Share Purchase Plan which
allows shareholders to acquire additional Shares by automatically
reinvesting distributions. Shares are acquired pursuant to the Plan at a
price equal to 95% of the market price of such Shares, without payment of
any brokerage commission or service charge. The Plan also allows
shareholders to purchase additional Shares on the dividend payment date,
at 100% of the average of the high and low sales price of such Shares
during the period beginning 30 days prior to, and ending 5 business days
prior to, the first business days of January, April, July and October of
each year without payment of any brokerage commission or service charge by
making optional cash payments. At present, approximately 61% of the
Trust's eligible shareholders participate in the Plan, including members
of the Newman family and executive officers and trustees of the Trust.
<PAGE>
Item 6. Selected Financial Data
The financial data included in this table have been selected by
the Trust and have been derived from the consolidated financial statements
for those years, found under item 14(a) of this Form 10-K.
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Year Ended July 31,
___________________
1994 1993 1992 1991 1990
____________ ____________ ____________ ____________ ____________
<S> <C> <C> <C> <C> <C>
Revenue $100,954,515 $ 76,308,770 $ 64,692,214 $ 57,382,815 $ 54,123,451
Operating
Expenses 46,913,963 31,400,256 22,740,759 20,272,866 20,380,423
____________ ____________ ____________ ____________ ____________
54,040,552 44,908,514 41,951,455 37,109,949 33,743,028
Gains on sales
of properties and
securities, net 989,867 939,878 10,063,729 4,789,498 3,262,075
____________ ____________ ____________ ____________ ____________
55,030,419 45,848,392 52,015,184 41,899,447 37,005,103
Other
deductions 2,713,163 2,619,754 2,569,531 2,021,446 1,958,450
____________ ____________ ____________ ____________ ____________
Net income $ 52,317,256 $ 43,228,638 $ 49,445,653 $ 39,878,001 $ 35,046,653
============ ============ ============ ============ ============
Total assets $616,992,574 $534,247,738 $530,827,411 $461,912,655 $307,678,178
____________ ____________ ____________ ____________ ____________
Long term
obligations $ 28,060,067 $ 23,321,235 $ 17,830,701 $ 18,867,701 $ 22,938,488
____________ ____________ ____________ ____________ ____________
Net income
per share $ 1.06 $ .89 $ 1.08 $ 1.05 $ 1.01
____________ ____________ ____________ ____________ ____________
Distributions per
share $ 1.315 $ 1.275 $ 1.21 $ 1.13 $ 1.05
____________ ____________ ____________ ____________ ____________
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(a) Liquidity and Capital Resources
At July 31, 1994 the Trust had approximately $3.1 million in
available cash and cash equivalents, $6.3 million in marketable securities
and $22.9 million in mortgages receivable. These assets, which total
$32.3 million, decreased $142.1 million from the level of a year ago
because of the Trust's ongoing acquisition program. In addition, the
Trust in December 1993, put in place an unsecured revolving credit
facility which provides for borrowings of up to $65 million. Subsequent
to July 31, 1994 the credit facility was increased to $100 million.
Revenues, net income, and funds from operations were at all-time
highs.
Debt at July 31, 1994 consisted of approximately $28.1 million of
mortgages payable with a weighted average interest cost of 9.4% and a $7.5
million note payable which represents a draw against the unsecured $65
million credit facility. The increase in mortgages payable was the net
result of the assumption of a mortgage in connection with the acquisition
of a factory outlet center and the repayment of certain high interest
mortgages. Other liabilities increased primarily because of increases in
real estate and other taxes payable, deposits payable and accounts
payable. These increases are attributable to the larger property
portfolio. Short-term debt consists of the note payable, the current
portion of mortgages payable and normal trade payables.
During the year, the Trust issued three million shares of beneficial
interest. The net proceeds of approximately $63 million were used to pay
for property acquisitions, and repayment of the then outstanding balance
on the credit facility.
Over the past three fiscal years, $33.6 million of funds were
provided from the dividend reinvestment program. During 1994, the Trust
made distributions of $64.7 million to shareholders, paid $196.5 million
to acquire 25 properties and invested $23 million in improvements and
expansions to properties.
Other sources of funds are available to the Trust. Based on
management's internal valuation of the Trust's properties, including
properties which are free and clear of mortgages, the estimated value is
considerably in excess of the outstanding mortgage indebtedness totalling
$28.1 million. Accordingly, management believes that substantial
potential exists for additional mortgage financing as well as unsecured
borrowing capacity from banks and other lenders.
(b) Results of Operations
1994 Versus 1993
In fiscal 1994, total revenues increased $24.7 million to $101
million. Rental income and related revenues increased $31.1 million to
$96.4 million. The rental income increase came from properties in the
portfolio which were acquired in fiscal 1994 or were owned for less than a
full year in 1993, as well as from properties owned prior to fiscal 1993.
Interest and dividend income declined $6.4 million because of lower
investment balances. Balances were lower because of the use of funds for
property acquisitions.
Operating expenses increased $15.5 million to $46.9 million.
Operating costs, real estate taxes and depreciation and amortization
increased primarily because of property acquisitions. Interest expense
increased because of higher outstanding mortgage payable balances and the
use of the Trust's unsecured credit facility. The increase in the
provision for doubtful accounts was mostly due to recoveries in 1993 which
did not recur in 1994. In 1993 the Trust had bad debt recoveries of
$651,000 versus $250,000 in 1994.
Administrative expenses increased due to higher personnel and travel
costs associated with our larger property portfolio.
Income before gains on sales of properties and securities increased
$9 million to $51.3 million. During the year, most of the Greenville
Shopping Center, located in Greenville, North Carolina, was sold. Net
income increased $9.1 million to $52.3 million and earnings per share
increased to $1.06 from $.89.
During fiscal 1994 dividends declared and paid were $1.315 per share,
a $.04 per share increase over the preceding fiscal year.
1993 versus 1992
In fiscal 1993 total revenues increased $11.6 million to $76.3
million. Rental income and related revenues increased $17.7 million to
$65.3 million. Increases from properties in the Trust's portfolio for
less than a full year in either 1993 or 1992 were partially offset by
reductions from a shopping center that was sold in fiscal 1992 and because
of one-time receipts of revenue in 1992 that did not recur in 1993.
Interest and dividend income declined $6.1 million to $11 million.
The decrease was due to lower average invested balances and lower average
yields. Investment balances were lower because of the use of funds for
property acquisitions and improvements. Lower yields are a reflection of
the overall market decline in interest rates.
Operating expenses increased $8.7 million to $31.4 million.
Operating costs, real estate and other taxes and depreciation and
amortization increased primarily because of property acquisitions.
Interest on mortgages and notes declined as a result of the prepayment of
mortgages in the first half of the year and the increase in mortgage
indebtedness at the lower interest rates in the latter part of fiscal
1993. The increase in the provision for doubtful accounts was partially
offset by recoveries of $651,000. In 1992 the Trust had recoveries of
doubtful accounts of $305,000.
Administrative expenses increased due to higher personnel costs,
professional fees and shareholder reporting costs.
There were no property sales in fiscal 1993 which was the primary
reason for the reduction of $9.1 million in gains from asset sales.
Income before gains on sales of properties increased $2.9 million.
Net income declined $6.2 million because of non-recurring gains from the
sale of assets in 1992 in the amount of $9.7 million. Accordingly,
earnings per share declined to $.89 for the same reason.
For the fiscal year ended July 31, 1993, dividends declared and paid
were $1.275 per share, a 5.4% increase over the preceding fiscal year.
1992 versus 1991
In fiscal 1992 total revenues increased by $7.3 million to $64.7
million. Rental income and related revenues increased $6.2 million. Of
this increase, $4.8 million is from properties which were in the Trust's
portfolio for less than a full year in either 1992 or 1991 (net of the
sale of shopping centers). The revenue from properties in the Trust's
portfolio for at least a full year increased $2.1 million. As a result of
a tenant's Chapter 11 bankruptcy filing and subsequent lease termination,
revenue declined $672,000. Interest and dividend income increased $1.1
million to $17.1 million. The increase in income resulting from a higher
investment base was partially offset by lower yields.
Operating expenses increased $2.5 million to $22.7 million.
Operating costs, depreciation and amortization and taxes increased
primarily because of the acquisition of new properties. Interest on
mortgages decreased due to reductions in outstanding mortgage balances in
the second half of fiscal 1991 and the first six months of fiscal 1992.
Other expenses increased $548,000 to $2.6 million. Of this increase,
$399,000 was due to discounts received from the prepayment of mortgages in
1991 which did not recur in 1992. Administrative expenses increased as a
result of higher costs associated with the management of an increased
number of properties.
During the year ended July 31, 1992 the Trust sold Newdon Plaza in
New City, New York, a 105,000 square foot shopping center, and a 100,400
square foot shopping center in Hickory, North Carolina. The gain on the
sales was $9.7 million. Sales of securities during the current year
resulted in a net gain of $382,000 compared to $368,000 in 1991.
Income before gains on the sale of properties and securities
increased $4.3 million to $39.4 million, an increase of 12.2%. Net income
rose 24% to $49.4 million and earnings per share increased $.03 to $1.08
on an increased number of average shares outstanding.
For the fiscal year ended July 31, 1992, dividends declared and paid
were $1.21 per share, a 7.1% increase over the fiscal year ended July 31,
1991.
Item 8. Financial Statements and Supplementary Data
The response to this item is included in a separate section at the
end of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
<PAGE>
PART III
Item 10. Trustees and Executive Officers of the Trust
Item 10 is incorporated herein pursuant to General Instruction G to
this Form 10-K by reference to Registrant's definitive proxy statement
which will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A not later than 120 days after the close of the fiscal
year.
Executive Officers of the Trust
The executive officers of the Trust and their principal occupations
are as follows:
Name Age
____ ___
William Newman. . . . . . . 68 Chairman of the Board and Chief Executive
Chairman of the Officer of the Trust since its
Board of Trustees and organization in 1972, President of the
Chief Executive Officer Trust from 1972 to 1988 and President of
the Trust's corporate predecessor from
1962 to 1972; formerly Chairman of
National Association of Real Estate
Investment Trusts; active in real estate
for more than 40 years.
Arnold Laubich . . . . . . 64 President and Chief Operating Officer and
President, Chief Trustee of the Trust since August 1, 1988;
Operating Officer President of Dover Management Corp. (which
and Trustee managed the Trust's properties) from 1972
to 1988; Senior Vice President of the
Trust's predecessor from 1962 to 1972.
James M. Steuterman . . . . 38 Property acquisition officer for the Trust
Executive Vice President since 1984; elected Vice President in
and Trustee 1988; Senior Vice President and Trustee
from 1990 to 1994; Executive Vice
President since October 1994.
Dean Bernstein . . . . . . 36 Vice President - Acquisition and Finance
Vice President - since October 1994; Vice President and
Administration and Trustee since 1992; Assistant Vice
Finance and Trustee President from 1991 to 1992; previously a
Vice President in the Real Estate Group at
Chemical Bank for three years.
William Kirshenbaum . . . . 58 Vice President of the Trust since 1981;
Vice President, Treasurer since 1983.
Treasurer
Leonard N. Cancell. . . . . 61 Senior Vice President of the Trust since
Senior Vice President - August 1, 1988; Senior Vice President of
Operations Dover Management from 1972 to 1988;
employee of the Trust's predecessor from
1964 to 1972.
Michael I. Brown. . . . . . 52 Chief Financial Officer since 1991;
Chief Financial Officer Controller of the Trust since 1987.
and Controller
Irwin E. Kwartler . . . . . 68 Vice President of the Trust since 1982;
Vice President previously, National Sales Manager,
Kimball Division of Litton Industries.
Steven F. Siegel. . . . . . 34 General Counsel and Secretary of the Trust
General Counsel since October 1991; formerly an associate
and Secretary in the law firm of Miro, Miro & Weiner for
six years.
Joseph Bosco. . . . . . . . 45 Vice President of the Trust since 1993;
Vice President -- Apartment employee of the Trust since 1983.
Operations
Item 11. Executive Compensation
Item 11 is incorporated herein pursuant to General Instruction G to
this Form 10-K by reference to Registrant's definitive proxy statement
which will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A not later than 120 days after the close of the fiscal
year.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Item 12 is incorporated herein pursuant to General Instruction G to
this Form 10-K by reference to Registrant's definitive proxy statement
which will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A no later than 120 days after the close of the fiscal
year.
Item 13. Certain Relationships and Related Transactions
Item 13 is incorporated herein pursuant to General Instruction G to
this Form 10-K by reference to Registrant's definitive proxy statement
which will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A not later than 120 days after the close of the fiscal
year.
<PAGE>
PART IV
Item 14. Exhibits, Consolidated Financial Statements, Consolidated
Financial Statement Schedules, and Reports on Form 8-K
(a) Consolidated Financial Statements. The following documents
are filed as a part of
this report:
The response to this portion of Item 14 is submitted as a separate
section of this report.
(b) Reports on Form 8-K.
1. Form 8-K dated May 20, 1994 and Form 8-K/A Amendment No. 1
dated June 10, 1994. These reports contained Items 2 and
7.
2. Form 8-K/A Amendment No. 1 dated May 27, 1994 amending Form
8-K filed April 7, 1994. This report contained Item 7.
3. Form 8-K/A Amendment No. 2 dated July 6, 1994 amending Form
8-K/A Amendment No. 1 dated June 10, 1994. This report
contained Item 7.
4. Form 8-K dated July 14, 1994 and Form 8-K/A Amendment No. 1
dated September 1, 1994. This report contained Items 2 and
7.
(c) Exhibits. The following exhibits are filed as exhibits to
this Form:
*3.1 Amendment #4 dated December 6, 1972 to Declaration of Trust
(amending Declaration of Trust in its entirety) filed as
Exhibit 3.1(d) to Registration Statement No. 2-45633.
*3.2 Amendment #5 dated December 12, 1972 to Declaration of
Trust filed with Registrant's Form 10-K for the fiscal year
ended July 31, 1973.
*3.3 Amendment #6 dated December 13, 1979 to Declaration of
Trust and filed as Appendix A to Registrant's Proxy
Statement dated November 19, 1979 with respect to annual
meeting of shareholders on December 13, 1979.
*3.4 Amendment #7 dated July 9, 1981 to Declaration of Trust and
filed as an appendix to Registrant's Proxy Statement dated
June 1, 1981 with respect to a special meeting of
shareholders on July 9, 1981.
*3.5 Amendment #8 dated December 15, 1982 to Declaration of
Trust and filed as Appendix A to Registrant's Proxy
Statement dated November 15, 1982 with respect to annual
meeting of shareholders held December 15, 1982.
*3.6 Amendment #9 dated December 10, 1985 to Declaration of
Trust and filed as Appendix A to Registrant's Proxy
Statement dated November 15, 1985 with respect to annual
meeting of shareholders held December 10, 1985.
*3.7 Amendment #10 dated December 14, 1987 to Declaration of
Trust and filed as Appendix A to Registrant's Proxy
Statement dated November 2, 1987 with respect to annual
meeting of shareholders held December 14, 1987.
*9.1 Agreement dated February 26, 1979 among William Newman,
Joseph Newman and Melvin Newman filed as Exhibit 9 to
Registration Statement No. 2-63669.
*9.2 Agreement dated December 17, 1981 between New Plan Realty
Trust and Merchant Navy Officers Pension Fund Trustees
Limited filed as Exhibit 9.1 to Post Effective Amendment
No. 2 to Registration Statement 2-69682.
*9.3 Debenture Purchase Agreement and Amendment to Exhibits 9.2
and 9.3 herein filed as Exhibit 9.4 to Registration
Statement 2-81432.
*9.4 Share Purchase Agreement between New Plan Realty Trust,
Merchant Navy Officers Pension Fund Trustees Limited filed
as Exhibit 9.5 to Registration Statement No. 2-90107.
9.5 Purchase Agreement dated December 18, 1990 between New Plan
Realty Trust and Beleggingsmaatschappij Midas B.V.
*10.1 Lease dated January 30, 1964 between John Hancock Mutual
Life Insurance Company and Roosevelt Mall Northeast, Inc.
filed as Exhibit 12.4(a) to Registration Statement No. 2-
45633 (Registrant's leasehold interest in the Roosevelt
Mall Shopping Center).
10.2 Revolving Credit Agreement by and among New Plan Realty
Trust, the Lenders party thereto and The Bank of New York,
as agent, dated as of December 30, 1993.
10.3 Amendment No. 1 to Revolving Credit Agreement by and among
New Plan Realty Trust, the Lenders party thereto and The
Bank of New York, as agent, dated as of Decembdr 30, 1993.
22 Subsidiaries of the Registrant.
23 Consents required with respect to material incorporated by
reference in a previously filed Registration Statement.
(d) Financial Statement Schedules. The following documents
are filed as a part of this report:
The response to this portion of Item 14 is submitted as a separate
section of this report.
______________________________
*Incorporated herein by reference as above indicated.
<PAGE>
SIGNATURES
__________
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Trust has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NEW PLAN REALTY TRUST
(Registrant)
By:/s/ William Newman
________________________
William Newman
Chief Executive Officer
Dated: October 14, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Trust and in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
/s/ William Newman Chief Executive Officer October 14, 1994
_____________________ and Trustee
William Newman
/s/ Arnold Laubich President, Chief Operating October 14, 1994
_____________________ Officer and Trustee
Arnold Laubich
/s/ Michael I. Brown Chief Financial Officer and October 14, 1994
_____________________ Chief Accounting Officer,
Michael I. Brown Controller
/s/ James M. Steuterman Executive Vice President October 14, 1994
_____________________ and Trustee
James M. Steuterman
/s/ Dean Bernstein Vice President - Administration October 14, 1994
_____________________ and Finance and Trustee
Dean Bernstein
/s/ Melvin Newman Trustee October 14, 1994
_____________________
Melvin Newman
Trustee _________, 1994
_____________________
Norman Gold
Trustee _________, 1994
_____________________
Raymond H. Bottorf
Trustee _________, 1994
_____________________
John Wetzler
Trustee _________, 1994
_____________________
Gregory White
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1) AND (2), AND (d)
LIST OF CONSOLIDATED FINANCIAL STATEMENTS,
SUPPLEMENTARY DATA AND
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
YEAR ENDED JULY 31, 1994
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NEW YORK, NEW YORK
<PAGE>
Form 10-K Item 14(a)(1) and (2)
NEW PLAN REALTY TRUST AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
The following financial statements of the Registrant are included in Item
8:
Independent Accountant's Report . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets as of July 31, 1994 and 1993 . . . . . . F-3
Consolidated Statements of Income for the years
ended July 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Changes in Shareholders' Equity
for the years ended July 31, 1994, 1993 and 1992 . . . . . . . . . F-6
Consolidated Statements of Cash Flows for the years
ended July 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . F-8
The following financial statement information and schedules of the
Registrant are included in Item 14(d):
Schedules
_________
II - Amounts Receivable from Related Parties and Underwriters,
Promoters and Employees other than Related Parties . . . . F-17
VIII - Valuation and Qualifying Accounts. . . . . . . . . . . . . F-21
IX - Short-Term Borrowings. . . . . . . . . . . . . . . . . . . F-22
X - Supplementary Income Statement Information . . . . . . . . F-23
XI - Real Estate and Accumulated Depreciation . . . . . . . . . F-24
XII - Mortgage Loans on Real Estate. . . . . . . . . . . . . . . F-31
All other schedules for which provision is made in the applicable account
regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have
been omitted.<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees and Shareholders
of New Plan Realty Trust
We have audited the consolidated financial statements and financial
statement schedules of New Plan Realty Trust and Subsidiaries listed in
Item 14(a) of this Form 10-K. These financial statements and financial
statement schedules are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of New Plan Realty Trust and Subsidiaries as of July 31, 1994 and
1993, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended July 31, 1994 in
conformity with generally accepted accounting principles. In addition, in
our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
New York, New York
September 23, 1994
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1994 and 1993
ASSETS: 1994 1993
____________ ____________
Real estate, at cost
(Notes A and E)
Land $111,670,790 $ 74,048,988
Buildings and improvements 509,671,528 314,178,925
____________ ____________
621,342,318 388,227,913
Less accumulated depreciation
and amortization 49,101,916 38,183,206
____________ ____________
572,240,402 350,044,707
Cash and cash equivalents
(Note A) 3,115,982 102,312,407
Marketable securities
(Notes A and B) 6,292,596 47,988,162
Mortgages and notes receivable
(Note C) 22,909,676 24,135,327
Receivables
Trade and notes, net of allowances
for doubtful accounts (1994 -
$2,331,500; 1993 - $2,226,000)
(Note A) 6,289,709 3,903,543
Other (Note D) 1,628,367 1,916,381
Prepaid expenses and deferred
charges 2,428,510 1,464,445
Other assets 2,087,332 2,482,766
____________ ____________
TOTAL ASSETS $616,992,574 $534,247,738
============ ============
See notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1994 and 1993
LIABILITIES: 1994 1993
____________ ____________
Mortgages payable (Note E) $28,060,067 $ 23,321,235
Note Payable (Note E) 7,500,000 - - -
Other liabilities (Note F) 13,665,494 8,807,875
Tenants' security deposits 2,274,229 1,547,700
____________ ____________
TOTAL LIABILITIES 51,499,790 33,676,810
____________ ____________
COMMITMENTS AND CONTINGENCIES
(NOTES G, H, I, J, and O) - - - - - -
SHAREHOLDERS' EQUITY:
Preferred shares, par value
$1.00, authorization limited
to 1,000,000 shares; none
issued - - - - - -
Shares of beneficial interest
without par value, unlimited
authorization; issued and out-
standing (1994 - 52,594,161;
1993 - 48,956,564) (Note H) 609,067,613 530,900,723
Less loans receivable for the
purchase of shares of
beneficial interest (Note H) 3,630,421 2,761,098
____________ ____________
605,437,192 528,139,625
Less distributions in excess of net
income 39,944,408 27,568,697
____________ ____________
TOTAL SHAREHOLDERS' EQUITY 565,492,784 500,570,928
____________ ____________
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $616,992,574 $534,247,738
============ ============
See notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JULY 31, 1994, 1993 AND 1992
1994 1993 1992
____________ _____________ ____________
Revenues:
Rental income and
related revenues
(Notes A and K) $ 96,384,232 $ 65,307,505 $ 47,595,427
Interest and dividend
income (Notes B and C) 4,570,283 11,001,265 17,096,787
____________ ____________ ____________
100,954,515 76,308,770 64,692,214
____________ ____________ ____________
Operating Expenses:
Operating costs 21,982,525 14,325,052 9,981,576
Leasehold rent (Note J) 588,174 437,257 373,396
Real estate and
other taxes 9,560,719 7,048,905 5,266,323
Interest expense 2,288,633 1,386,151 1,526,554
Depreciation and
amortization 11,342,009 7,574,387 5,051,225
Provision for doubtful
accounts 1,151,903 628,504 541,685
____________ ____________ ____________
Total operating expenses 46,913,963 31,400,256 22,740,759
____________ ____________ ____________
54,040,552 44,908,514 41,951,455
Other Expenses:
Administrative expenses 2,713,163 2,619,754 2,569,531
____________ ____________ ____________
Income Before Gain on Sale of
Properties and Securities: 51,327,389 42,288,760 39,381,924
Gain on sale of properties 459,792 --- 9,681,857
Gain on sale of securities, net 530,075 939,878 381,872
____________ ____________ ____________
989,867 939,878 10,063,729
____________ ____________ ____________
Net Income $52,317,256 $ 43,228,638 $ 49,445,653
============ ============ ============
Net Income Per Share
(Note A) $ 1.06 $ .89 $ 1.08
============ ============ ============
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 1994, 1993 and 1992 (Note H)
Undistributed
Number of Loans Receivable Net Income
Shares of Shares of for the Purchase (Distribution Total
Beneficial Beneficial of Shares of in Excess of Shareholders'
Interest Interest Beneficial Interest Net Income) Equity
___________ ____________ ___________________ _____________ _____________
<S> <C> <C> <C> <C> <C>
Balance at July 31, 1991 44,491,319 $442,028,171 ($1,714,587) ($3,107,328) $437,206,256
Net income 49,445,653 49,445,653
Distributions ($1.21 per share) (55,173,116) ($55,173,116)
Sale of shares under Dividend
Reinvestment Plan 413,549 8,318,254 8,318,254
Issuance of shares pursuant to
a public offering 3,320,900 65,867,813 65,867,813
Repayment of loans receivable
for purchase of shares 97,608 97,608
Loans receivable for the
purchase of shares (1,444,127) (1,444,127)
Stock options exercised 158,800 2,020,863 2,020,863
___________ ____________ ____________ ____________ ____________
Balance at July 31, 1992 48,384,568 518,235,101 (3,061,106) (8,834,791) 506,339,204
Net income 43,228,638 43,228,638
Distributions ($1.275 per share) (61,962,544) (61,962,544)
Sale of shares under Dividend
Reinvestment Plan 508,356 11,742,180 11,742,180
Repayment of loans receivable
for purchase of shares 619,321 619,321
Loans receivable for the
purchase of shares (319,313) (319,313)
Stock options exercised 63,640 923,442 923,442
___________ ____________ ____________ ____________ ____________
Balance at July 31, 1993 48,956,564 530,900,723 (2,761,098) (27,568,697) 500,570,928
Net Income 52,317,256 52,317,256
Distributions ($1.315 per share) (64,692,967) (64,692,967)
Sale of shares under Dividend 610,437 13,551,244 13,551,244
Reinvestment Plan
Issuance of shares pursuant to 3,000,000 64,115,000 64,115,000
a public offering
Repayment of loans receivable 288,522 288,522
for purchase of shares
Loans receivable for the
purchase of shares (1,157,845) (1,157,845)
Stock options exercised 27,160 500,646 500,646
___________ ____________ ____________ ____________ ____________
Balance at July 31, 1994 52,594,161 $609,067,613 ($ 3,630,421) ($39,944,408) $565,492,784
=========== ============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1994, 1993 AND 1992
(NOTE N)
1994 1993 1992
_____________ _____________ ______________
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income $52,317,256 $43,228,638 $ 49,445,653
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 11,342,009 7,574,387 5,051,225
63,659,265 50,803,025 54,496,878
Gain on sale of properties (459,792) -- (9,681,857)
Gain on sale of securities, net (530,075) (939,878) (381,872)
Changes in operating assets and
liabilities, net
Increase in trade and notes receivable (2,491,666) (1,545,491) (1,857,162)
Decrease/(increase) in other receivables 288,014 (113,864) 685,903
Increase in allowance for
doubtful accounts 105,500 704,200 597,800
Increase in other liabilities 1,444,619 1,001,889 731,639
Decrease/(increase) in net sundry
assets and liabilities 54,594 (1,427,639) (393,368)
____________ ____________ ____________
NET CASH PROVIDED BY OPERATING
ACTIVITIES 62,070,459 48,482,242 44,197,961
____________ ____________ ____________
INVESTING ACTIVITIES
Sales of marketable securities 43,524,412 26,308,833 82,257,803
Purchases of marketable securities (1,298,479) (31,080,426) (38,916,612)
Net proceeds from the sale of properties 1,998,194 --- 2,532,094
Purchase and improvement of properties (219,541,405) (72,779,408) (120,867,225)
Repayment of/(investment in)
mortgage notes receivable 1,225,651 9,564,717 (2,886,940)
____________ ____________ ____________
NET CASH USED IN INVESTING ACTIVITIES (174,091,627) (67,986,284) (77,880,880)
____________ ____________ ____________
FINANCING ACTIVITIES
Distributions to shareholders (64,692,967) (61,962,544) (55,173,116)
Issuance of shares of beneficial interest
pursuant to dividend reinvestment plan 13,551,244 11,742,180 8,318,254
Issuance of shares of beneficial interest
pursuant to a public offering/private
placement, net of loans receivable and
offering costs 62,957,155 --- 65,177,436
Issuance of shares of beneficial interest
upon exercise of stock options, net of
loans receivable in 1993 and 1992 500,646 604,129 1,267,113
Proceeds from short-term borrowings 47,500,000 --- ---
Repayment of short-term borrowings (40,000,000) --- ---
Principal payments on mortgages (325,769) (993,671) (1,287,360)
Repayment of mortgages (6,954,088) (5,238,360) (3,755,090)
Redemption of debentures --- --- (970,000)
Repayment of loans receivable for the purchase
of shares of beneficial interest 288,522 619,321 97,608
____________ ____________ ____________
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES 12,824,743 (55,228,945) 13,674,845
____________ ____________ ____________
DECREASE IN CASH AND CASH EQUIVALENTS (99,196,425) (74,732,987) (20,008,074)
Cash and cash equivalents at beginning of year 102,312,407 177,045,394 197,053,468
____________ ____________ ____________
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,115,982 $102,312,407 $177,045,394
============ ============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1994
Note A - Summary Of Significant Accounting Policies
Organization And Income Taxes
New Plan Realty Trust was organized July 31, 1972 as a Massachusetts
Business Trust.
New Plan Realty Trust and subsidiaries (the "Trust") has elected to
be taxed as a Real Estate Investment Trust ("REIT") under the
provisions of the Internal Revenue Code. Accordingly, the Trust
does not pay Federal income tax on income as long as income
distributed to shareholders is at least equal to real estate
investment trust taxable income. Further, the Trust pays no Federal
income tax on capital gains distributed to shareholders. The Trust
may be subject to tax by certain states that do not recognize the
REIT. These taxes have been included in real estate and other
taxes.
Basis of Consolidation
The consolidated financial statements include the accounts of New
Plan Realty Trust and its wholly owned qualified REIT subsidiaries.
All significant intercompany transactions and balances have been
eliminated.
Real Estate
Real estate is carried at cost less accumulated depreciation and
amortization. For financial reporting purposes, depreciation is
calculated on the straight-line method based on the estimated useful
lives of the assets ranging from 5 to 40 years. Amortization is
calculated on a straight-line basis over the shorter of the life of
the lease or the estimated useful life of the asset.
The Trust records sales when, among other criteria, the parties are
bound by the terms of a contract, all consideration has been
exchanged and all conditions precedent to closing have been
performed. These conditions are usually met at the time of closing.
The cost and related accumulated depreciation of assets sold are
removed from the respective accounts and any gain or loss is
recognized in income.
Cash Equivalents
Cash equivalents consist of short-term, highly liquid debt
instruments with maturities of three months or less at the date of
purchase. Items classified as cash equivalents include: a
Eurodollar certificate of deposit, insured bank certificates of
deposit and commercial paper.
The carrying amount of cash equivalents approximates fair value due
to the short-term maturities of these financial instruments.
At times cash balances at a limited number of banks may exceed
insurable amounts. The Trust believes it mitigates its risks by
investing in or through major financial institutions.
Recoverability of investments is dependent upon the performance of
the issuer.
Marketable Securities And Other Investments
Equity securities are carried at the lower of cost or market while
debt securities are carried at cost. In connection with the sale of
marketable securities and other investments, the cost basis is
determined by using a weighted average method. Sales are recorded at
trade date.
Revenue Recognition
Lease agreements between the Trust and retail tenants generally
provide for additional rentals based on such factors as percentage
of tenants' sales in excess of specified volumes, increases in real
estate taxes, increases in Consumer Price Indices and common area
maintenance charges. These additional rentals are generally
included in income when reported to the Trust or when billed to
tenants.
The Trust recognizes rental income from leases with scheduled rent
increases on a straight-line basis over the lease term. Deferred
rent receivable, included in trade and notes receivable, represents
the difference between the straight-line rent and amounts currently
due.
Concentration of Credit Risk
No tenant or single property accounts for more than 10% of the
Trust's revenues.
Net Income Per Share
Net income per share is calculated using a weighted average number
of shares outstanding during each year: 1994 - 49,501,984 shares;
1993 - 48,838,346 shares; 1992 - 45,970,728 shares.
Note B - Marketable Securities
The aggregate cost and market value of marketable securities at July
31 is as follows:
<TABLE>
<CAPTION>
1994 1993
Cost Market Value Cost Market Value
__________ ____________ ___________ ____________
<S> <C> <C> <C> <C>
Insured bank
certificates of
deposit $ 695,000 $ 695,000 $ 7,922,103 $ 7,922,103
Equity securities 977,061 1,908,789 1,150,728 2,170,014
Debt securities 4,620,535 3,876,972 38,915,331 38,371,538
__________ __________ ___________ ___________
$6,292,596 $6,480,761 $47,988,162 $48,463,655
========== ========== =========== ===========
</TABLE>
At July 31, 1994, gross unrealized gains and gross unrealized losses were
$932,897 and $744,732 respectively.
The market value of marketable securities is based on quoted market prices
as of July 31, 1994.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("SFAS 115"), which is effective for fiscal years
beginning after December 15, 1993. The Trust has analyzed the impact of
the standard and does not believe SFAS 115 will have a significant effect
on its financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1994
Note C - Mortgages & Notes Receivable
July 31,
1994 1993
10% purchase money first
mortgage collateralized by a
shopping center in Connellsville,
Pennsylvania, due July 31, 1995 $6,200,000 $6,200,000
9.875% purchase money first
mortgage collateralized by
a shopping center in
Whitesboro, New York, due
July 25, 1996 4,610,000 4,610,000
9.375% purchase money first mortgage,
collateralized by a shopping
center in New City, New York,
due July 27, 1997 10,350,000 10,350,000
12% leasehold mortgage
collateralized by a tenant
lease, principal and
interest payable monthly,
due June 1, 2011 953,743 970,327
10.5% second mortgage
collateralized by a shopping
center in Hartsdale, New York,
due February 1, 1999 500,000 _
9.5% purchase money first mortgage,
collateralized by a shopping
center in Hartsdale, New York,
due January 18, 1994 - $ 2,005,000
11.5% note collateralized by a
tenant lease, principal and
interest payable monthly,
due April 30, 2004 295,933 -
___________ ___________
$22,909,676 $24,135,327
=========== ===========
The fair value of mortgages receivable collaterized by real
property is estimated based on discounting the future cash flows at a
year-end risk adjusted lending rate that the Trust would utilize for loans
of similar risk and duration. The aggregate fair value of the mortgages
receivable approximates the carrying value as of July 31, 1994 and 1993.
The Financial Accounting Standards Board has issued Statement
of Financial Accounting Standard 114, "Accounting by Creditors for
Impairment of a Loan," which is effective for fiscal years beginning after
December 15, 1994. The Trust has analyzed the impact of this standard and
does not believe it will have an effect on its financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1994
Note D - Other Receivables
July 31,
________
1994 1993
_________ _________
Interest and dividends $ 405,359 $ 964,130
Notes receivables 410,000 --
Due from officers, trustees and
employees (1) 499,409 570,320
Miscellaneous receivables 313,599 381,931
__________ __________
$1,628,367 $1,916,381
========== ==========
(1) Amounts, which are interest bearing, are either due on demand or have
scheduled maturities.
Note E - Mortgages and Note Payable
Mortgages are collateralized by real property with a carrying value of
approximately $82,535,000 before accumulated depreciation and
amortization. As of July 31, 1993, mortgages payable bear interest at
rates ranging from 6.53% to 10.75%, having a weighted average rate of 9.4%
per annum and mature from 1996 to 2001.
Scheduled principal payments during each of the next five fiscal years and
thereafter are approximately as follows:
Year Ending July 31, Amount
____________________ ______
1995 $ 329,309
1996 14,704,963
1997 304,263
1998 3,088,024
1999 375,555
___________
Thereafter 9,257,953
Total $28,060,067
===========
The fair value of mortgages payable collateralized by real property is
estimated based on discounting the future cash flows at a year-end
borrowing rate which reflects the risk associated with mortgages of
similar risk and duration. Certain other mortgages require the payment of
interest only at a rate that follows certain short-term interest rate
statistics such as treasury and prime rates and are therefore considered
to be at fair value. The aggregate fair value of mortgages payable
approximates the carrying value as of July 31, 1994.
On December 30, 1993 the Trust entered into a 364 day unsecured revolving
credit facility providing for borrowings of up to $65 million, of which
$7.5 million was outstanding at July 31, 1994. At the time of borrowing
the Trust can choose from three interest rate options and several
repayment options varying from one to twelve months. At July 31, 1994,
the interest rate on the outstanding note payable under the credit
facility was 5.125%.
There are restrictive covenants that place a ceiling on total indebtedness
of the lesser of 50% of tangible net worth or $250,000,000, a ceiling on
mortgage indebtedness of $105,000,000, a minimum interest coverage ratio
of 2.5 to 1 and a minimum tangible net worth of $400,000,000. The fair
value of the note payable to the bank under the credit facility
approximates the carrying value as of July 31, 1994 as the rate on the
credit facility is an adjustable market rate.
The Trust has available approximately $1,008,000 of an unused letter of
credit as of July 31, 1994.
Interest costs capitalized for the years ended July 31, 1994 and 1993,
were approximately $586,000 and $239,000, respectively. Interest paid for
the years ended July 31, 1994, 1993 and 1992 was $2,875,000, $1,608,000
and $1,528,000, respectively.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1994
Note F - Other Liabilities
July 31,
________
1994 1993
__________ __________
Construction costs payable $3,413,000 $2,253,822
Accounts payable 1,404,778 741,388
Real estate taxes payable 2,761,299 1,681,207
State and local taxes payable 2,232,311 1,776,079
Interest payable -- 12,995
Amounts due seller of property 157,433 175,695
Accrued costs associated with sale
of shares of beneficial interest 311,742 --
Professional fees and costs 595,714 409,299
Deposits 550,000 --
Acquisition Costs 249,410 --
Other 1,782,793 1,574,863
Deferred rent expense 207,014 182,527
___________ __________
$13,665,494 $8,807,875
=========== ==========
Note G - Retirement Plan
The Trust, effective August 1, 1989, implemented a Retirement
Savings Plan (the "Savings Plan"). Participants in the Savings Plan
may elect to contribute a portion of their earnings to the Savings
Plan and the Trust may, at the discretion of the Board of Trustees,
make a voluntary contribution to the Savings Plan. For the years
ended July 31, 1994, 1993 and 1992, the Trust's contribution expense
for the Savings Plan was $135,000, $123,000 and 87,000,
respectively.
Note H - Shares Of Beneficial Interest
The Trust has a Dividend Reinvestment and Share Purchase Plan (the
"Plan") whereby shareholders may invest cash distributions and make
optional cash payments to purchase Shares of Beneficial Interest of
the Trust without payment of any brokerage commission or service
charge. The price per share of the additional shares to be
purchased with invested cash distributions is the midpoint between
the day's high and low sales prices on the New York Stock Exchange,
less 5%.
The Trust has made loans to officers, trustees and employees for the
purpose of purchasing its Shares of Beneficial Interest. These
loans are demand and term notes bearing interest at rates ranging
from 5.0% to 9.75%. Interest is payable quarterly.
Note I - Stock Option Plans
1985 Incentive Stock Option Plan
Pursuant to the 1985 Incentive Stock Option Plan (the "1985 Plan")
options to purchase up to 450,000 Shares of Beneficial Interest may
be granted to officers and key employees. The exercise price shall
not be less than the fair market value of the shares on the date of
grant of the option. Options will expire seven years from the date
of grant. Options may only be granted within ten years of the date
of the adoption of the Plan (i.e., by September 26, 1995). Options
are not exercisable until one year from the date of grant, and
thereafter are exercisable only as a percentage of the total number
of shares covered by the option which begins at 20% during the
second year and increases by 20% per year thereafter. The 1985 Plan
is administered by a Stock Option Committee appointed by the Board
of Trustees.
1991 Stock Option Plan
Pursuant to the 1991 Incentive Stock Option Plan (the "1991 Plan")
options to purchase up to 1,000,000 Shares of Beneficial Interest
may be granted to officers and key employees. The exercise price
shall not be less than the fair market value of the shares on the
date of grant of the option. Options will expire seven years from
the date of grant. Options may only be granted within ten years of
the date of the adoption of the 1991 Plan (i.e., by September 5,
2001). Options are not exercisable until one year from the date of
grant, and thereafter are exercisable only as a percentage of the
total number of shares covered by the option which begins at 20%
during the second year and increases by 20% per year thereafter.
The 1991 Plan is administered by a Stock Option Committee appointed
by the Board of Trustees.
Non-Qualified Stock Option Plan
Pursuant to the Non-Qualified Stock Option Plan, the Trust granted
options to purchase shares. Options are not exercisable until one
year from the date of grant, and thereafter are exercisable 20%
during the second year and increase by 20% per year thereafter.
Other terms are similar to the terms of the 1985 Plan. The Trust no
longer issues options to purchase Shares of Beneficial Interest from
the Non-Qualified Stock Option Plan (the "Non-Qualified Plan").
March 1991 Stock Option Plan
Pursuant to the March 1991 Stock Option Plan (the "March 1991 Plan")
two options for 650,000 Shares of Beneficial Interest each were
granted to Mr. William Newman and Mr. Arnold Laubich. The grant of
the two options, totaling 1,300,000 shares, was approved by the
Board of Trustees on December 5, 1991. The exercise price shall not
be less than the fair market value of the shares on the date of
grant of the option. The two stock options are not exercisable
during the first two years. Thereafter 30% of the shares will vest
and may be purchased during the third year with the available shares
vesting 10% per year thereafter.
The following table shows the activity and balances for each stock
option plan.
March
Non- 1991 1991
1985 Plan Qualified Plan Plan Plan
________ ______________ _____ ____
Outstanding, July 31, 1991 105,200 157,800 --
Exercised (42,500) (116,300)
Cancelled (3,000)
Granted 240,800 3,200 1,300,000
________ _______ _________
Outstanding July 31, 1992 300,500 44,700 1,300,000
Exercised (30,240) (33,400)
Cancelled (35,600)
Granted 100,000 5,000
________ _______ _________
Outstanding July 31, 1993 334,660 16,300 1,300,000
Exercised (15,860) (11,300)
Cancelled (37,800) (3,000)
Granted 64,500 182,000
________ _______ _________ _______
Outstanding July 31, 1994 345,500 5,000 1,300,000 179,000
======== ======= ========= =======
Options exercisable
at July 31, 1994 43,944 1,000 520,000 -
Average outstanding option
price which is the market
price of the shares on the
dates of grant $21.79 $21.88 $18.88 $21.87
Average price of options
exercised during fiscal
1994 $19.81 $16.50 - -
Note J - Lease Agreements
The Trust has entered into leases, as lessee, in connection with
ground leases for shopping centers which it operates, an office
building which it sublets and administrative office space for the
Trust. These leases are accounted for as operating leases. The
minimum annual rental commitments during the next five fiscal years
and thereafter are approximately as follows:
Year Ending July 31, Amount
____________________ ______
1995 $ 958,000
1996 907,000
1997 804,000
1998 803,000
1999 769,000
Thereafter 18,496,000
___________
Total $22,737,000
===========
For the years ended July 31, 1994, 1993 and 1992, the lease for office
space included contingent rentals for real estate tax escalations and
operating expense increases of $105,000, $96,000 and $61,000,
respectively. In addition, one ground lease has fixed rent escalations
every four years and two ground leases have renewal options.
Note K - Rental Income Under Operating Leases
Minimum future rentals to be received during the next five fiscal years
and thereafter with initial or remaining noncancelable lease terms in
excess of one year are approximately as follows:
Year Ending July 31, Amount
____________________ ______
1995 $68,784,000
1996 61,750,000
1997 56,065,000
1998 49,806,000
1999 41,451,000
Thereafter 249,319,000
____________
Total $527,175,000
============
The above table assumes that all leases which expire are not
renewed, therefore neither renewal rentals nor rentals from
replacement tenants are included.
Minimum future rentals do not include contingent rentals, which may
be received under certain leases on the basis of percentage of
reported tenants' sales volume, increases in Consumer Price
Indices, common area maintenance charges and real estate tax
reimbursements. Contingent rentals included in income for the
years ended July 31, 1994, 1993 and 1992 amounted to approximately
$15,684,000, $10,775,000 and $8,945,000, respectively.
Note L - Pro Forma Financial Information (Unaudited)
The Trust acquired 15 shopping centers, three factory outlets and
seven apartment complexes during the year ended July 31, 1994. The
pro forma financial information shown below is based on the
historical statements of the Trust after giving effect to the
acquisitions as if such acquisitions took place on August 1, 1992.
The approximately $209,000,000 aggregate acquisition cost included
existing mortgages and $196,500,000 in cash.
The pro forma financial information is presented for informational
purposes only and may not be indicative of results that would have
actually occurred if the acquisitions had been in effect at August
1, 1992. Also, they may not be indicative of the results that may
be achieved in the future.
July 31, 1994 1993
______________________________________________________
Pro forma total revenues $107,313,000 $99,479,000
Pro forma net income $ 53,355,000 $50,598,000
Pro forma earnings per share $ 1.08 $ 1.04
______________________________________________________
Note M - Quarterly Financial Information (Unaudited)
(Amounts In Thousands, Except Share Data)
Income Before
Gain on Sale Earnings
Year Ended of Property Net Per
July 31, Revenues and Securities Income Share
_______________________________________________________________
1994
____
First $21,904 $ 11,570 $12,064 $.25
Second 24,862 12,445 12,941 .26
Third 26,287 13,138 13,138 .27
Fourth 27,902 14,174 14,174 .28
1993
____
First $18,127 $10,413 $10,415 $.22
Second 18,348 10,378 10,678 .22
Third 19,721 10,571 11,202 .23
Fourth 20,113 10,927 10,934 .22
Note N - Supplemental Cash Flow Information
The Trust entered into the following non-cash investing and financing
activities for the years ended July 31,:
1994 1993
____ ____
Mortgages payable assumed in
the acquisition of
shopping centers $12,019,000 $12,059,000
Increase in loans receivable in
connection with the issuance of
Shares of Beneficial Interest 1,158,000 319,000
Construction costs payable for
the expansion of a shopping center 3,413,000 2,254,000
State and local income taxes paid for the years ended July 31, 1994,
1993 and 1992 were $152,000, $169,000 and $123,000, respectively.
Note O - Subsequent Events
Subsequent to July 31, 1994 the Trust purchased a shopping center
containing an aggregate of 102,000 gross rentable square feet and an
apartment complex containing 164 units. The newly acquired properties are
located in Ohio and New Jersey. The aggregate purchase price for the
properties was approximately $13,300,000 in cash.
On August 29, 1994 the Trustees declared a cash distribution to
shareholders of record as of September 15, 1994 in the amount of $.335
($17,619,000) per share payable on October 4, 1994.
In September 1994 the $65 million revolving credit facility (Note E) was
increased to $100 million.
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
Deductions
_______________________
Balance at Balance at Amounts Amounts Balance at
Name of Debtor July 31, 1992 July 31, 1993 Additions collected written off July 31, 1994(A)
_____________ _____________ _________ _________ ____________ _____________
<S> <C> <C> <C> <C> <C> <C>
Joseph Bosco (1) $52,786 $136,786 $136,786
Leonard Cancell (2) 382,754 236,191 $113,750 349,941
Joel Crystal (3) 103,669 103,669 20,475 124,144
Steven Kaufman (4) 276,488 252,488 252,488
William Kirshenbaum (5) 416,985 416,985 68,250 485,235
Irwin Kwartler (6) 92,408 92,408 113,750 206,158
Arnold Laubich (7) 485,000 585,000 10,000 575,000
Gloria Maruffi (8) 284,674 284,674 284,674
David Ozerkis (9) - - 113,750 113,750
Steven Siegel (10) 9,506 9,506 102,375 111,881
James Steuterman (11) 310,420 341,130 341,130
Dean Bernstein (12) 179,675 179,675 179,675
David Friedman 105,311 105,311 105,311 -
(A) Included in balance sheet captions - Other receivables and Loans receivable for the purchase of beneficial interest.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
________________________
FOOTNOTES
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE II (continued) AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
Name of Debtor Interest Rate Due Date Loan Amount Collateral (A)
______________ _____________ ________ ___________ ______________
<S> <C> <C> <C> <C> <C>
(1) Joseph Bosco
8.000% Demand 9,000
8.375% Demand 17,000
5.000% Demand 8,505
5.000% July 1, 1996 8,775
5.000% July 1, 1997 9,506
6.000% Demand 84,000
_______
Total loan outstanding Joseph Bosco 136,786
=======
(2) Leonard Cancell
6.000% Demand 77,566
5.000% Demand 70,875
5.000% July 1, 1996 87,750
5.000% Demand 113,750
_______
Total loan outstanding Leonard Cancell 349,941
=======
(3) Joel Crystal
5.000% Demand 28,350
5.000% July 1, 1996 8,775
5.000% July 1, 1997 66,544
5.000% Demand 20,475
_______
Total loan outstanding Joel Crystal 124,144
=======
(4) Steven Kaufman
5.000% July 1, 1996 61,425
5.000% July 1, 1997 95,063
6.000% Demand 84,000
6.000% Demand 12,000
_______
Total loan outstanding Steven Kaufman 252,488
=======
(5) William Kirshenbaum
5.000% July 1, 1996 58,494
5.000% July 1, 1996 8,775
5.000% Demand 48,343
8.375% Demand 8,500
8.375% Demand 8,500
5.000% July 1, 1996 17,550
5.000% July 1, 1996 96,823
5.000% Demand 68,250
6.000% January 1, 1997 170,000 A Condominium Unit
_______
Total loan outstanding William Kirshenbaum 485,235
=======
(6) Irwin Kwartler
5.000% Demand 83,633
5.000% July 1, 1996 8,775
5.000% Demand 113,750
_______
Total loan outstanding Irwin Kwartler 206,158
=======
(7) Arnold Laubich
6.000% December 31, 1994 475,000
5.000% Demand 100,000
_______
Total loan outstanding Arnold Laubich 575,000
=======
(8) Gloria Maruffi
6.000% Demand 14,960
8.000% Demand 6,750
9.750% Demand 19,000
8.375% Demand 17,000
5.000% Demand 70,875
5.000% July 1, 1996 17,550
6.000% March 20, 1997 82,250
7.000% Demand 56,289
_______ A Cooperative Apartment
Total loan outstanding Gloria Maruffi 284,674
=======
(9) David Ozerkis
5.000% Demand 113,750
_______
Total loan outstanding David Ozerkis 113,750
=======
(10) Steven Siegel
5.000% July 1, 1997 9,506
5.000% Demand 102,375
_______
Total loan outstanding Steven Siegel 111,881
=======
(11) James Steuterman
5.000% Demand 68,040
5.000% July 1, 1996 175,500
6.000% Demand 51,960
5.000% July 1, 1997 45,630
_______
Total loan outstanding James Steuterman 341,130
=======
(12) Dean and Debra Bernstein
5.000% July 1, 1997 95,062
8.000% Demand 18,000
8.375% Demand 17,000
5.000% Demand 49,613
_______
Total loan outstanding Dean and Debra Bernstein 179,675
=======
</TABLE>
(A) Loans are unsecured except as specifically noted.
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE VIII
Additions
________________________
Balance at Charged Credited Balance
Beginning to Costs to Other at End
Description of Period and Expenses Revenues Deductions of Period
___________ _________ ____________ ________ __________ __________
<S> <C> <C> <C> <C> <C>
Year Ended
July 31, 1994
Allowance for $2,226,000 $1,149,452 -- $1,043,952(1) $2,331,500
doubtful accounts
Year Ended
July 31, 1993
Allowance for $1,521,800 $985,713 -- $ 281,513(1) $2,226,000
doubtful accounts
Year Ended
July 31, 1992
Allowance for $ 924,000 $733,376 -- $ 135,576(1) $1,521,800
doubtful accounts
</TABLE>
_____________________
(1) Trade receivables charged to the reserve.
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE IX SHORT-TERM BORROWINGS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
________ ________ ________ ________ ________ ________
Weighted Average Amount Weighted Average
Average Maximum Amount Outstanding During Interest Rate During
Interest Rate Outstanding During the Period the Period
Category Balance at July 31, At Year End the Period (1) (2)
________ ___________________ _____________ __________________ __________________ ____________________
<S> <C> <C> <C> <C> <C>
Bank Borrowings 1994 - $7,500,000 5.125% $40,000,000 $8,808,000 4.8%
Bank Borrowings 1993 - 0
Bank Borrowings 1992 - 0
(1) Calculated based on the weighted average outstanding balance for the year ended July 31, 1994.
(2) Calculated based on the ratio of the interest paid and the average outstanding balance of the loans.
</TABLE>
<PAGE>
NEW PLAN REALTY TRUST
SUPPLEMENTARY INCOME STATEMENT INFORMATION
SCHEDULE X
COLUMN A COLUMN B
Item Charged to Cost and Expenses
Year Ended July 31,
1994 1993 1992
1. Maintenance and Repairs 3,103,292 $1,947,992 $1,295,906
2. Depreciation and amort-
ization of intangible
assets, preoperating
costs and similar
deferrals (a)
3. Taxes, other than payroll
and income taxes:
Real estate 8,821,700 6,556,112 4,947,739
4. Royalties (a)
5. Advertising costs 2,231,725 840,331 219,494
______________________________
(a) Not included since such costs and expenses are not applicable or did
not exceed 1% of total revenues.<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1994
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
____________ ____________ _________________________ _________________ ______________________________________
Cost Capitalized Gross Amount at
Initial Cost Subsequent to Which Carried at
to Company Acquisition Close of the Period
__________________________ _________________ ______________________________________
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total(1)
___________ ____________ ___________ ____________ ____________ __________ ____________ ___________
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
BRECKENRIDGE APTS $604,487 $2,411,462 $82,054 $604,487 $2,493,516 $3,098,003
BIRMINGHAM AL
COURTS AT WILDWOOD $2,750,000 1,119,320 4,477,301 175,373 1,119,320 4,652,674 5,771,994
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 4,982,914 805,934 1,245,728 5,788,848 7,034,576
BIRMINGHAM AL
MAYFAIR APARTMENTS 240,000 962,217 389,964 240,000 1,352,181 1,592,181
DOVER DE
RODNEY APARTMENTS 769,188 1,612,614 1,029,356 769,188 2,641,970 3,411,158
DOVER DE
LAKE APARTMENTS 833,000 1,822,039 1,617,077 833,000 3,439,116 4,272,116
LAKE PARK FL
JAMESTOWN APARTMENTS 518,646 2,075,236 469,858 518,646 2,545,094 3,063,740
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,224,914 42,907 1,306,230 5,267,821 6,574,051
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 4,706,200 435,879 1,176,550 5,142,079 6,318,629
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,139,174 41,057 284,793 1,180,231 1,465,024
LOUISVILLE KY
MEADOW EAST APARTMENTS 86,407 1,467,282 361,970 86,407 1,829,252 1,915,659
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,543,638 163,235 2,679,298 2,842,533
ROME NY
CHESTERFIELD APARTMENTS 179,109 1,449,156 273,510 179,109 1,722,666 1,901,775
MAUMEE OH
SEDGEFIELD APARTMENTS 1,550,734 6,202,936 1,550,734 6,202,936 7,753,670
FLORENCE SC
HICKORY LAKE APARTMENTS 1,369,251 5,477,004 102,933 1,369,251 5,579,937 6,949,188
ANTIOCH TN
ASHFORD PLACE APARTMENTS 1,150,270 4,601,080 315,960 1,150,270 4,917,040 6,067,310
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,222,926 806,355 3,222,926 4,029,281
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,431,164 1,358,400 5,431,164 6,789,564
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,672,636 918,769 3,672,636 4,591,405
CLARKSVILLE TN
Development
**************************
JACKSON FACTORY OUTLET CENTER 302,635 29,668 302,635 29,668 332,303
JACKSON TOWNSHIP NJ
Factory Outlets
**************************
BARSTOW FACTORY OUTLET 10,682,310 5,730,337 22,921,349 4,513,413 5,730,337 27,434,762 33,165,099
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 113,946 4,488,742 14,426,139 6,632,466 4,488,742 21,058,605 25,547,347
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 17,669 22,290,120 4,110,793 17,669 26,400,913 26,418,582
BRANSON MO
OSAGE FACTORY OUTLET VILLAGE 6,978,714 27,265,848 5,346,710 6,978,714 32,612,558 39,591,272
OSAGE BEACH MO
FT CHISWELL FACTORY OUTLET 411,023 1,644,017 629,259 411,023 2,273,276 2,684,299
MAX MEADOWS VA
Office Building
**************************
INSTITUTE FOR DEFENSE ANALYSES 1,389,460 1,389,460 1,389,460
PRINCETON NJ
Shopping Centers
**************************
DOVERAMA @ RODNEY VILLAGE 50,755 311,781 50,755 311,781 362,536
DOVER DE
RODNEY VILLAGE 1,202,551 2,082,918 1,714,826 1,202,551 3,797,744 5,000,295
DOVER DE
ALBANY PLAZA 696,447 2,785,786 696,447 2,785,786 3,482,233
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 970,811 6,692 231,517 977,503 1,209,020
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,036,331 8,970 221,637 1,045,301 1,266,938
AMERICUS GA
PERLIS PLAZA 774,966 5,301,644 35,863 774,966 5,337,507 6,112,473
AMERICUS GA
ROGERS PLAZA 291,014 688,590 26,116 291,014 714,706 1,005,720
ASHBURN GA
CORDELE SQUARE 864,335 3,457,337 126,544 864,335 3,583,881 4,448,216
CORDELE GA
MR B'S 166,047 154,140 6,718 166,047 160,858 326,905
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 958,998 16,841 202,682 975,839 1,178,521
CORDELE GA
HABERSHAM VILLAGE 4,604,436 1,301,643 4,340,422 1,301,643 4,340,422 5,642,065
CORNELIA GA
WESTGATE - DUBLIN 699,174 5,834,809 43,371 699,174 5,878,180 6,577,354
DUBLIN GA
VICTORY SQUARE 1,206,181 4,824,725 35,818 1,206,181 4,860,543 6,066,724
SAVANAH GA
TIFT-TOWN 271,444 1,325,238 40,184 271,444 1,365,422 1,636,866
TIFTON GA
WESTGATE - TIFTON 156,269 304,704 156,269 304,704 460,973
TIFTON GA
COLUMBUS CENTER 1,196,269 3,608,315 983,629 1,196,269 4,591,944 5,788,213
COLUMBUS IN
JASPER MANOR 1,319,937 7,110,063 10,140 1,319,937 7,120,203 8,440,140
JASPER IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 10,000 1,104,876 3,769,503 4,874,379
PRINCETON IN
WABASH CROSSING 1,614,878 6,459,511 1,614,878 6,459,511 8,074,389
WABASH IN
JACKSON VILLAGE 284,815 3,115,586 103,937 284,815 3,219,523 3,504,338
JACKSON KY
J TOWN CENTER 1,331,074 4,121,997 463,576 1,331,074 4,585,573 5,916,647
JEFFERSONTOWN KY
CHINOE VILLAGE 505,077 2,020,307 51,335 505,077 2,071,642 2,576,719
LEXINGTON KY
NEW LOUISA PLAZA 469,014 1,998,752 161,682 469,014 2,160,434 2,629,448
LOUISA KY
PICCADILLY SQUARE 355,000 1,588,409 188,149 355,000 1,776,558 2,131,558
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,782,717 36,040 1,945,679 7,818,757 9,764,436
MIDDLETOWN KY
SHOPPING CENTER - SALISBURY 312,650 1,833,330 30,946 312,650 1,864,276 2,176,926
SALISBURY MD
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 26,379 1,530,281 6,147,502 7,677,783
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,014,433 26,713 181,998 1,041,146 1,223,144
GOLDSBORO NC
SHOPPING CENTER - GREENVILLE 40,065 225,958 40,065 225,958 266,023
GREENVILLE NC
SHOPPING CENTER - LUMBERTON 280,000 1,564,172 92,692 280,000 1,656,864 1,936,864
LUMBERTON NC
SHOPPING CENTER - NEW BERN 285,000 1,593,832 285,000 1,593,832 1,878,832
NEW BERN NC
SHOPPING CENTER - WILSON 315,000 1,780,370 31,120 315,000 1,811,490 2,126,490
WILSON NC
LAUREL SQUARE 3,261,701 9,283,302 275,214 3,261,701 9,558,516 12,820,217
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,497,658 9,050 1,124,415 4,506,708 5,631,123
HAMILTON NJ
MIDDLETOWN PLAZA 1,204,830 1,479,487 3,482,244 1,204,830 4,961,731 6,166,561
MIDDLETOWN NJ
UNIVERSITY MALL 115,079 1,009,902 640,172 115,079 1,650,074 1,765,153
CANTON NY
CORTLANDVILLE 236,846 1,439,000 175,112 236,846 1,614,112 1,850,958
CORTLAND NY
KMART PLAZA 942,257 3,769,027 8,689 942,257 3,777,716 4,719,973
DEWITT NY
D & F PLAZA 730,512 2,156,542 785,709 730,512 2,942,251 3,672,763
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205 110,116 891,205 1,001,321
ELMIRA NY
PYRAMID MALL 2,175,221 8,700,884 16,499 2,175,221 8,717,383 10,892,604
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,429 524,517 93,523 139,429 618,040 757,469
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 4,986,720 82,607 1,246,680 5,069,327 6,316,007
HAMBURG NY
CAYUGA PLAZA 1,397,708 5,591,832 203,093 1,397,708 5,794,925 7,192,633
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,183,353 55,314 1,545,838 6,238,667 7,784,505
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,698,537 424,634 1,698,537 2,123,171
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,231,817 94,207 400,000 2,326,024 2,726,024
MARCY NY
ROCKLAND PLAZA 3,990,842 3,570,410 4,811,073 3,990,842 8,381,483 12,372,325
NANUET NY
SOUTH 508,013 1,051,638 1,482,900 508,013 2,534,538 3,042,551
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,192,103 236,325 142,821 1,428,428 1,571,249
ONEONTA NY
OSWEGO PLAZA 250,000 1,168,027 1,770,000 250,000 2,938,027 3,188,027
OSWEGO NY
MOHAWK ACRES 241,606 1,268,890 1,299,091 241,606 2,567,981 2,809,587
ROME NY
MONTGOMERY WARD 93,341 483,405 231,438 93,341 714,843 808,184
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170 933,792 3,735,170 4,668,962
ROME NY
WESTGATE MANOR PLAZA - ROME 77,208 391,982 300,942 77,208 692,924 770,132
ROME NY
NORTHLAND 14,448 255,557 320,673 14,448 576,230 590,678
WATERTOWN NY
HARBOR PLAZA 388,997 1,456,108 388,997 1,456,108 1,845,105
ASHTABULA OH
BELPRE PLAZA 2,066,121 29,051 2,095,172 2,095,172
BELPRE OH
SOUTHWOOD PLAZA 707,073 1,537,519 309,470 707,073 1,846,989 2,554,062
BOWLING GREEN OH
BRENTWOOD PLAZA 2,050,969 8,208,875 23,890 2,050,969 8,232,765 10,283,734
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,290,935 1,321,484 5,290,935 6,612,419
CINCINNATI OH
SOUTH TOWNE CENTRE 4,737,368 9,636,943 373,943 4,737,368 10,010,886 14,748,254
DAYTON OH
HERITAGE SQUARE 1,749,182 6,999,927 50,160 1,749,182 7,050,087 8,799,269
DOVER OH
FAIRFIELD MALL 1,287,649 1,685,919 58,360 1,287,649 1,744,279 3,031,928
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 3,197,673 847,780 919,022 4,045,453 4,964,475
GALLIPOLIS OH
SHOPPING CENTER - GENOA 600,375 96,001 1,016,349 96,001 1,016,349 1,112,350
GENOA OH
PARKWAY PLAZA 950,667 2,069,921 165,985 950,667 2,235,906 3,186,573
MAUMEE OH
SHOPPING CENTER - MILLERSBURG 125,296 611,180 12,025 125,296 623,205 748,501
MILLERSBURG OH
NEW BOSTON SHOPPING CENTER 9,309,000 2,102,371 9,176,918 16,438 2,102,371 9,193,356 11,295,727
NEW BOSTON OH
MARKET PLACE 597,923 3,738,164 103,722 597,923 3,841,886 4,439,809
PIQUA OH
CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 255,859 1,046,480 2,025,066 3,071,546
TOLEDO OH
SHOPPING CENTER - ANNVILLE 190,000 1,048,126 173,735 190,000 1,221,861 1,411,861
ANNVILLE PA
SHOPPING CENTER - HANOVER 235,000 1,331,329 120,433 235,000 1,451,762 1,686,762
HANOVER PA
STONE MILL PLAZA 1,407,975 5,631,901 1,407,975 5,631,901 7,039,876
LANCASTER PA
CROSSROADS PLAZA 384,882 1,040,668 190,431 384,882 1,231,099 1,615,981
MT. PLEASANT PA
JOHN WANAMAKER 605,607 3,923,050 605,607 3,923,050 4,528,657
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 91,798 1,063,120 159,703 1,154,918 1,314,621 442,498
PHILADELPHIA PA
ROOSEVELT MALL NE 2,602,635 5,325,035 7,927,670 7,927,670
PHILADELPHIA PA
NORTHLAND CENTER 1,198,947 4,824,500 8,065 1,198,947 4,832,565 6,031,512
STATE COLLEGE PA
CONGRESS CROSSING 1,098,351 6,747,013 1,098,351 6,747,013 7,845,364
ATHENS TN
GREENEVILLE COMMONS 1,075,200 7,884,800 3,700 1,075,200 7,888,500 8,963,700
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 2,500,633 141,737 2,642,370 2,642,370
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,667,698 1,166,924 4,667,698 5,834,622
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 290,000 792,441 290,000 792,441 1,082,441
COLONIAL HEIGHTS VA
SHOPPING CENTER - HARRISONBURG 260,000 1,379,112 260,000 1,379,112 1,639,112
HARRISONBURG VA
HANOVER SQUARE SHOPPING CENTER 1,778,701 7,114,805 73,267 1,778,701 7,188,072 8,966,773
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,003 14,192,011 5,595 3,548,003 14,197,606 17,745,609
MIDLOTHIAN VA
SHOPPING CENTER - SPOTSYLVANIA 250,000 1,363,880 104,128 250,000 1,468,008 1,718,008
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 2,707,679 4,417,792 463,119 2,707,679 4,880,911 7,588,590
WISE VA
MOUNDSVILLE PLAZA 228,283 1,989,798 1,332,527 228,283 3,322,325 3,550,608
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,471,461 4,471,461 4,471,461
PARKERSBURG WV
KMART PLAZA 664,121 2,656,483 35,900 664,121 2,692,383 3,356,504
VIENNA WV
Vacant Land
**************************
1 NORTH CENTRAL AVENUE 15,728 15,728 15,728
HARTSDALE NY ___________ ____________ ____________ ____________ ____________ ____________ ____________
$28,060,067 $111,670,790 $448,782,118 $ 60,889,410 $111,670,790 $509,671,528 $621,342,318
=========== ============ ============ ============ ============ ============ ============
</TABLE>
(1) Aggregate cost is the same for Federal income tax purposes
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE XI (Continued) - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1994
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
____________ ____________ ____________ ___________ ________________
Life on Which
Depreciation
Accumulated Date of Date In Latest
Description Depreciation Construction Acquired Income Statement
___________ ____________ _____________ ____________ ________________
<S> <C> <C> <C> <C>
Apartments
**************************
BRECKENRIDGE APTS $156,229 1979 Feb 92 5-40 Years
BIRMINGHAM AL
COURTS AT WILDWOOD 119,523 1969 Jul 93 5-40 Years
BIRMINGHAM AL
DEVONSHIRE PLACE 336,124 1971 Feb 92 5-40 Years
BIRMINGHAM AL
MAYFAIR APARTMENTS 610,228 1971 Jan 81 5-40 Years
DOVER DE
RODNEY APARTMENTS 1,985,331 1963-1965 Jan 69 5-40 Years
DOVER DE
LAKE APARTMENTS 1,905,496 1965 Feb 76 5-40 Years
LAKE PARK FL
JAMESTOWN APARTMENTS 220,528 1967 Sep 91 5-40 Years
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 116,005 1974 Sep 93 5-40 Years
LOUISVILLE KY
LA FONTENAY APARTMENTS 261,427 1970 Jul 92 5-40 Years
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 107,877 1974 Jan 91 5-40 Years
LOUISVILLE KY
MEADOW EAST APARTMENTS 488,767 1964-1971 Sep 83 5-40 Years
POTSDAM NY
MOHAWK GARDEN APARTMENTS 763,711 1947 Nov 85 5-40 Years
ROME NY
CHESTERFIELD APARTMENTS 141,243 1979-1984 Feb 91 6-40 Years
MAUMEE OH
SEDGEFIELD APARTMENTS 7,164 1972,74,79 Jul 94 40 Years
FLORENCE SC
HICKORY LAKE APARTMENTS 88,392 1974 Dec 93 5-40 Years
ANTIOCH TN
ASHFORD PLACE APARTMENTS 94,177 1972-1974 Oct 93 5-40 Years
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 1982 Jul 94 40 Years
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1989 Jul 94 40 Years
CLARKSVILLE TN
THE PINES APARTMENTS 1986 Jul 94 40 Years
CLARKSVILLE TN
Development
**************************
JACKSON FACTORY OUTLET CENTER
JACKSON TOWNSHIP NJ
Factory Outlets
**************************
BARSTOW FACTORY OUTLET 409,214 1989 Nov 93 5-40 Years
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 958,494 1991 Mar 92 5-40 Years
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 396,327 1988 Nov 93 40 Years
BRANSON MO
OSAGE FACTORY OUTLET VILLAGE 954,592 1987 Jan 93 3-40 Years
OSAGE BEACH MO
FT CHISWELL FACTORY OUTLET 55,772 1989 Nov 93 3-40 Years
MAX MEADOWS VA
Office Building
**************************
INSTITUTE FOR DEFENSE ANALYSES 532,608 1982 May 74 10-35 Years
PRINCETON NJ
Shopping Centers
**************************
DOVERAMA @ RODNEY VILLAGE 44,522 1969 Oct 88 40 Years
DOVER DE
RODNEY VILLAGE 2,845,343 1959 Jan 69 5-40 Years
DOVER DE
ALBANY PLAZA 14,762 1968 May 94 40 Years
ALBANY GA
SOUTHGATE PLAZA - ALBANY 98,633 1969 Jul 90 40 Years
ALBANY GA
EASTGATE PLAZA - AMERICUS 105,039 1980 Jul 90 40 Years
AMERICUS GA
PERLIS PLAZA 541,326 1972 Jul 90 4-40 Years
AMERICUS GA
ROGERS PLAZA 74,499 1974 Jul 90 5-40 Years
ASHBURN GA
CORDELE SQUARE 376,293 1968 Jul 90 3-40 Years
CORDELE GA
MR B'S 16,547 1968 Jul 90 2-40 Years
CORDELE GA
SOUTHGATE PLAZA - CORDELE 97,509 1969 Jul 90 40 Years
CORDELE GA
HABERSHAM VILLAGE 240,021 1985 May 92 40 Years
CORNELIA GA
WESTGATE - DUBLIN 591,636 1974 Jul 90 20-40 Years
DUBLIN GA
VICTORY SQUARE 247,809 1986 Jul 92 20-40 Years
SAVANAH GA
TIFT-TOWN 137,266 1965 Jul 90 10-40 Years
TIFTON GA
WESTGATE - TIFTON 30,820 1980 Jul 90 40 Years
TIFTON GA
COLUMBUS CENTER 659,833 1964 Dec 88 3-40 Years
COLUMBUS IN
JASPER MANOR 438,302 1990 Feb 92 20-40 Years
JASPER IN
TOWN FAIR SHOPPING CENTER 137,285 1991 Feb 93 40 Years
PRINCETON IN
WABASH CROSSING 101,808 1988 Dec 93 40 Years
WABASH IN
JACKSON VILLAGE 447,594 1983 Dec 88 20-40 Years
JACKSON KY
J TOWN CENTER 621,770 1959 Oct 88 3-40 Years
JEFFERSONTOWN KY
CHINOE VILLAGE 276,608 1984 Mar 89 5-40 Years
LEXINGTON KY
NEW LOUISA PLAZA 429,052 1978 Feb 88 2-40 Years
LOUISA KY
PICCADILLY SQUARE 228,598 1973 Apr 89 3-40 Years
LOUISVILLE KY
EASTGATE SHOPPING CENTER 122,860 1987 Nov 93 5-40 Years
MIDDLETOWN KY
SHOPPING CENTER - SALISBURY 434,310 1973 May 86 4-40 Years
SALISBURY MD
WASHTENAW FOUNTAIN PLAZA 274,868 1989 Oct 92 40 Years
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 240,137 1973 May 86 35-40 Years
GOLDSBORO NC
SHOPPING CENTER - GREENVILLE 64,538 1973 May 86 35 Years
GREENVILLE NC
SHOPPING CENTER - LUMBERTON 371,862 1973 May 86 35-40 Years
LUMBERTON NC
SHOPPING CENTER - NEW BERN 375,689 1975 May 86 35 Years
NEW BERN NC
SHOPPING CENTER - WILSON 422,554 1973 May 86 35-40 Years
WILSON NC
LAUREL SQUARE 486,738 1973 Jul 92 10-40 Years
BRICKTOWN NJ
HAMILTON PLAZA 23,833 1972 May 94 40 Years
HAMILTON NJ
MIDDLETOWN PLAZA 1,387,215 1972 Jan 75 5-40 Years
MIDDLETOWN NJ
UNIVERSITY MALL 741,345 1967 Jan 76 10-40 Years
CANTON NY
CORTLANDVILLE 263,338 1984 Aug 87 20-40 Years
CORTLAND NY
KMART PLAZA 90,641 1970 Aug 93 5-40 Years
DEWITT NY
D & F PLAZA 598,389 1967 Jan 86 5-40 Years
DUNKIRK NY
SHOPPING CENTER - ELMIRA 121,613 1976 Feb 89 40 Years
ELMIRA NY
PYRAMID MALL 209,531 1973 Aug 93 40 Years
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 82,867 1974 Dec 88 40 Years
GLOVERSVILLE NY
MCKINLEY PLAZA 279,770 1991 Jun 92 3-40 Years
HAMBURG NY
CAYUGA PLAZA 741,205 1969 May 89 10-40 Years
ITHACA NY
SHOPS @ SENECA MALL 149,433 1971 Aug 93 5-40 Years
LIVERPOOL NY
TRANSIT ROAD PLAZA 40,848 1971 Aug 93 40 Years
LOCKPORT NY
SHOPPING CENTER - MARCY 542,125 1971 May 86 18-40 Years
MARCY NY
ROCKLAND PLAZA 2,135,867 1963 Jan 83 3-40 Years
NANUET NY
SOUTH 758,190 1967 Apr 83 5-40 Years
NORWICH NY
WESTGATE PLAZA - ONEONTA 393,501 1967 Jan 84 5-40 Years
ONEONTA NY
OSWEGO PLAZA 862,521 1966 Jan 77 40 Years
OSWEGO NY
MOHAWK ACRES 581,661 1965 Feb 84 2-40 Years
ROME NY
MONTGOMERY WARD 180,027 1965 Jan 84 10-40 Years
ROME NY
PRICE CHOPPER PLAZA 89,827 1988 Aug 93 40 Years
ROME NY
WESTGATE MANOR PLAZA - ROME 152,896 1961 Jan 86 5-40 Years
ROME NY
NORTHLAND 221,951 1962 Jan 73 5-40 Years
WATERTOWN NY
HARBOR PLAZA 125,978 1988 Feb 91 15-40 Years
ASHTABULA OH
BELPRE PLAZA 319,180 1969 Jun 88 5-40 Years
BELPRE OH
SOUTHWOOD PLAZA 198,558 1961 May 90 3-40 Years
BOWLING GREEN OH
BRENTWOOD PLAZA 43,525 1957 May 94 40 Years
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 28,036 1960 May 94 40 Years
CINCINNATI OH
SOUTH TOWNE CENTRE 590,209 1972 Mar 92 5-40 Years
DAYTON OH
HERITAGE SQUARE 170,554 1959 Aug 93 5-40 Years
DOVER OH
FAIRFIELD MALL 184,241 1978 May 90 12-40 Years
FAIRFIELD OH
SILVER BRIDGE PLAZA 935,657 1972 Dec 86 5-40 Years
GALLIPOLIS OH
SHOPPING CENTER - GENOA 85,933 1987 Mar 91 40 Years
GENOA OH
PARKWAY PLAZA 267,854 1955 Sep 89 20-40 Years
MAUMEE OH
SHOPPING CENTER - MILLERSBURG 53,878 1986 Feb 91 20-40 Years
MILLERSBURG OH
NEW BOSTON SHOPPING CENTER 335,857 1991 Feb 93 20-40 Years
NEW BOSTON OH
MARKET PLACE 272,924 1972 Nov 91 2-40 Years
PIQUA OH
CENTRAL AVE MARKET PLACE 191,437 1968 Aug 90 20-40 Years
TOLEDO OH
SHOPPING CENTER - ANNVILLE 274,144 1972 May 86 18-40 Years
ANNVILLE PA
SHOPPING CENTER - HANOVER 323,640 1971 May 86 35-40 Years
HANOVER PA
STONE MILL PLAZA 76,903 1988 Jan 94 40 Years
LANCASTER PA
CROSSROADS PLAZA 170,389 1975 Nov 88 5-40 Years
MT. PLEASANT PA
JOHN WANAMAKER 3,724,694 1964 Jan 64 35 Years
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 442,498 1958 Apr 74 10-40 Years
PHILADELPHIA PA
ROOSEVELT MALL NE 3,400,332 1964 Jan 64 5-40 Years
PHILADELPHIA PA
NORTHLAND CENTER 256,891 1988 Jun 92 40 Years
STATE COLLEGE PA
CONGRESS CROSSING 401,107 1990 Mar 92 40 Years
ATHENS TN
GREENEVILLE COMMONS 469,587 1990 Mar 92 20-40 Years
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 125,598 1970 Sep 92 3-40 Years
KINGSPORT TN
GEORGETOWN SQUARE 102,423 1986 Sep 93 40 Years
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 186,790 1972 May 86 35 Years
COLONIAL HEIGHTS VA
SHOPPING CENTER - HARRISONBURG 325,076 1969 May 86 35 Years
HARRISONBURG VA
HANOVER SQUARE SHOPPING CENTER 281,356 1991 Jan 93 5-40 Years
MECHANICSVILLE VA
VICTORIAN SQUARE 126,572 1991 Mar 94 40 Years
MIDLOTHIAN VA
SHOPPING CENTER - SPOTSYLVANIA 326,862 1970 May 86 35-40 Years
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 242,199 1990 Jul 92 3-40 Years
WISE VA
MOUNDSVILLE PLAZA 313,409 1961 Dec 88 5-40 Years
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 675,353 1986 Jun 88 40 Years
PARKERSBURG WV
KMART PLAZA 98,018 1975 Feb 93 40 Years
VIENNA WV
Vacant Land
**************************
1 NORTH CENTRAL AVENUE Jul 72
HARTSDALE NY ____________
$ 49,101,916
============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
SCHEDULE XI
JULY 31, 1994
(continued)
Reconciliation of "Real Estate and Accumulated Depreciation":
1994 1993 1992
____________ ____________ _____________
<S> <C> <C> <C>
INVESTMENT IN REAL ESTATE
Balance at beginning
of period $388,227,913 $301,135,683 $180,360,590
Additions during the
period:
Land 37,888,580 16,320,161 26,607,883
Buildings and
improvements 197,091,961 70,757,597 99,103,052
Carrying costs - 17,594 20,303
____________ ____________ ____________
623,208,454 388,231,035 306,091,828
____________ ____________ ____________
Less:
Costs of assets sold
and written-off 1,866,136 3,122 4,956,145
____________ ____________ ____________
Balance at end of period $621,342,318 $388,227,913 $301,135,683
============ ============ ============
ACCUMULATED DEPRECIATION
Balance at beginning
of period $38,183,206 $30,785,272 $ 26,686,216
Additions charged to
operating expenses 11,250,895 7,397,934 4,905,755
____________ ___________ ___________
49,434,101 38,183,206 31,591,971
Less:
Accumulated depreciation
on assets sold and
written-off 332,185 806,699
____________ ___________ ____________
Balance at end of period $49,101,916 $38,183,206 $ 30,785,272
============ =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS ON REAL ESTATE
SCHEDULE XII
July 31, 1994
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G
________ ________ ________ ________ ________ ________ ________
Final Face Face Carrying
Interest Maturity Periodic Amount of Amount of
Rate Date Payment Terms Prior Liens Mortgages Mortgages
Description ________ _________ _____________ ___________ _________ _________
<S> <C> <C> <C> <C> <C> <C>
Second money mortgage, Interest
collateralized by a shopping payable
center in Hartsdale, NY 10.5% 2/1/99 monthly,
balance at
maturity $500,000 $500,000
Purchase money first mortgage, Interest
collateralized by a shopping payable
center in Connellsville, PA 10% 7/31/95 monthly,
balance at
maturity $6,200,000 $6,200,000
Purchase money first mortgage, Interest
collateralized by a shopping payable
center in Whitesboro, NY 9.875% 7/25/96 monthly,
balance at
maturity 4,610,000 4,610,000
Leasehold mortgage Interest and
collateralized by a tenant principal
lease 12% 6/1/2011 payable
monthly 953,743 953,743
Purchase money first mortgage Interest
collateralized by a shopping payable
center in New City, NY 9.375% 7/27/97 monthly,
balance at
maturity 10,350,000 10,350,000
Leasehold mortgage Interest and
collateralized by a Tenant principal
lease 11.5% 4/30/04 payable
monthly 295,933 295,933
___________ ___________
$22,909,676 $22,909,676
=========== ===========
Note--Column H is not applicable
</TABLE>
<PAGE>
Year Ended July 31,
1994 1993 1992
____ ____ ____
Balance, beginning of period $24,135,327 $33,700,044 $19,813,104
Additions during period:
New mortgage loans 800,000 -- 14,150,000
Reductions during period:
Collection of principal (1,525,651) (9,564,717) (13,060)
Amounts refinanced (500,000) --
Reduction in mortgage
receivable in connection
with prepaid acquisition -- -- (250,000)
costs
___________ ___________ ___________
Balance, end of period $22,909,676 $24,135,327 $33,700,044
=========== =========== ===========
<PAGE>
NEW PLAN REALTY TRUST
INDEX TO EXHIBITS
No. Page
___ ____
*3.1 Amendment #4 dated December 6, 1972 to Declaration of
Trust (amending Declaration of Trust in its entirety)
filed as Exhibit 3.1(d) to Registration Statement No.
2-45633.
*3.2 Amendment #5 dated December 12, 1972 to Declaration of
Trust filed with Registrant's Form 10-K for the fiscal
year ended July 31, 1973.
*3.3 Amendment #6 dated December 13, 1979 to Declaration of
Trust and filed as Appendix A to Registrant's Proxy
Statement dated November 19, 1979 with respect to
annual meeting of shareholders on December 13, 1979.
*3.4 Amendment #7 dated July 9, 1981 to Declaration of Trust
and filed as an appendix to Registrant's Proxy State-
ment dated June 1, 1981 with respect to a special
meeting of shareholders on July 9, 1981.
*3.5 Amendment #8 dated December 15, 1982 to Declaration of
Trust and filed as Appendix A to Registrant's Proxy
Statement dated November 15, 1982 with respect to
annual meeting of shareholders held December 15, 1982.
*3.6 Amendment #9 dated December 10, 1985 to Declaration of
Trust and filed as Appendix A to Registrant's Proxy
Statement dated November 15, 1985 with respect to
annual meeting of shareholders held December 10, 1985.
*3.7 Amendment #10 dated December 14, 1987 to Declaration of
Trust and filed as Appendix A to Registrant's Proxy
Statement dated November 2, 1987 with respect to annual
meeting of shareholders held December 14, 1987.
*9.1 Agreement dated February 26, 1979 among William Newman,
Joseph Newman and Melvin Newman filed as Exhibit 9 to
Registration Statement No. 2-63669.
*9.2 Agreement dated December 17, 1981 between New Plan
Realty Trust and Merchant Navy Officers Pension Fund
Trustees Limited filed as Exhibit 9.1 to Post Effective
Amendment No. 2 to Registration Statement 2-69682.
*9.3 Debenture Purchase Agreement and Amendment to Exhibits
9.2 and 9.3 herein filed as Exhibit 9.4 to Registration
Statement 2-81432.
*9.4 Share Purchase Agreement between New Plan Realty Trust,
Merchant Navy Officers Pension Fund Trustees Limited
filed as Exhibit 9.5 to Registration Statement No. 2-
90107.
9.5 Purchase Agreement dated December 18, 1990 between New
Plan Realty Trust and Beleggingsmaatschappij Midas B.V.
*10.1 Lease dated January 30, 1964 between John Hancock
Mutual Life Insurance Company and Roosevelt Mall
Northeast, Inc. filed as Exhibit 12.4(a) to
Registration Statement No. 2-45633 (Registrant's
leasehold interest in the Roosevelt Mall Shopping
Center).
10.2 Revolving Credit Agreement by and among New Plan Realty
Trust, the Lenders party thereto and The Bank of New
York, as agent, dated as of December 30, 1993.
10.3 Amendment No. 1 to Revolving Credit Agreement by and
among New Plan Realty Trust, the Lenders party thereto
and The Bank of New York, as agent, dated as of
December 30, 1993.
22 Subsidiaries of the Registrant.
23 Consents required with respect to material incorporated
by reference in a previously filed Registration
Statement.
____________________________
* Incorporated herein by reference as above indicated.
<PAGE>
EXHIBIT 9.5
<PAGE>
PURCHASE AGREEMENT
PURCHASE AGREEMENT, dated as of December 18, 1990,
between NEW PLAN REALTY TRUST, a Massachusetts business trust
("NPRT"), and BELEGGINGSMAATSCHAPPIJ MIDAS B.V. (the "Fund").
1. Purchase and Sale of Firm Shares. Subject to the
terms and conditions of this Agreement and on the basis of the
representations and warranties hereinafter set forth, NPRT agrees
to sell to the Fund, and the Fund agrees to purchase from NPRT,
4,000,000 of NPRT's shares of beneficial interest, without par
value (NPRT's shares of beneficial interest, without par value,
are herein referred to as the "Shares" and such 4,000,000 Shares
are herein referred to as the "Firm Shares"), at a purchase price
of U.S. $67,110,500. Delivery of the Firm Shares will be made at
the offices of Shearman & Sterling, 599 Lexington Avenue, New
York, New York, at 10:00 a.m., New York time on January 10, 1991
or such other time and date as the parties hereto shall agree
(the "Closing Date"), against payment of the purchase price
therefor in funds that are immediately available and deposited
with National Westminster Bank USA, New York, New York, for
credit to NPRT's account.
In addition to the Firm Shares, the Fund may purchase
up to 500,000 Shares through open market purchases on or before
April 30, 1991. In the event the Fund has not purchased 500,000
Shares in the open market by April 30, 1991, the Fund shall be
obligated to purchase from NPRT, and NPRT shall be obligated to
sell to the Fund, that number of Shares which, when added to such
number of Shares purchased by the Fund in open market purchases,
will aggregate 500,000 Shares (such 500,000 Shares are herein
referred to as the "Market Shares"; those Market Shares purchased
from NPRT are herein sometimes referred to as the "NPRT Market
Shares", and the Firm Shares and the Market Shares are herein
referred to collectively as the "Fund Shares"). The purchase
price of the NPRT Market Shares shall be U.S. $17.50 per share.
Within five business days immediately following April 30, 1991,
the Fund shall advise NPRT in writing of the number of Shares
purchased in the open market, and the closing of the purchase of
the NPRT Market Shares shall be held no later than May 15, 1991.
The Fund shall have the right to elect to purchase the NPRT
Market Shares from NPRT earlier, by giving NPRT written notice
setting forth the number of Shares to be purchased and the number
of Market Shares then owned by the Fund, in which event the
closing shall take place within 10 business days after receipt by
NPRT of such notice on such business day as the Fund and NPRT
shall agree. The closing of the purchase from NPRT of the NPRT
Market Shares shall be at the place and in the manner referred to
in the preceding paragraph, provided that at this closing the
conditions to the obligation of the Fund set forth in paragraph 6
hereof shall be satisfied (this closing date and the closing date
for the purchase of the Firm Shares sometimes collectively are
herein referred to as the "Closing Dates"). In no event, except
as provided in paragraph 9(g), shall the aggregate number of
Market Shares purchased by the Fund exceed 500,000 Shares.
2. Representations, Warranties and Agreements of NPRT.
NPRT represents and warrants to, and agrees with, the Fund that:
(a) Financial Statements. NPRT has delivered to the
Fund the following documents:
(i) NPRT's Annual Reports on Form 10-K to the
Securities and Exchange Commission (the "Commission") for
the fiscal years ended July 31, 1988, 1989 and 1990;
(ii) NPRT's Quarterly Report on Form 10-Q to the
Commission for the quarter ended October 31, 1990, which
includes a balance sheet of NPRT as of October 31, 1990 (the
"October 31 Balance Sheet");
(iii) NPRT's Registration Statement on Form S-3
(No. 33-28026);
(iv) NPRT's Proxy Statements relating to NPRT's
meetings of shareholders (whether annual or special) held
since July 31, 1988; and
(v) NPRT's Reports on Form 8-K and Form 8 filed
with the Commission since July 31, 1988.
NPRT has not filed, or been required to file, any other
document with the Commission under the Securities Act of 1933, as
amended (the "1933 Act") or the Securities Exchange Act of 1934,
as amended (the "Exchange Act") since the filing on or before
December 17, 1990 of the Form 10-Q report referred to in clause
"(ii)" above. The reports, registration statement and proxy
statements identified above represent all of the documents (other
than Reports on Form 10-Q and the Form S-3 relating to NPRT's
Dividend Reinvestment Plan, not referred to above) filed by NPRT
with the Commission since July 31, 1988 (collectively, the
"Reports"). NPRT has filed all forms, reports and documents
required to be filed with the Commission since July 31, 1988.
The Reports were prepared in accordance with the requirements of
the Exchange Act and did not at the time they were filed contain
any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained
therein not misleading. Except as described in the letter, dated
the date hereof, from NPRT to the Fund (the "NPRT Letter"),
NPRT's Annual Report on Form 10-K for the fiscal year ended July
31, 1990 and its Report on Form l0-Q for the quarter ended
October 31, 1990, were true and correct in all material respects
on the respective dates thereof, the description of NPRT's
business in Item 1 of said Form 10-K is true and correct in all
material respects as of the date hereof, and no amendment thereto
is required to be filed with the Commission under the 1933 Act or
the 1934 Act.
All of the financial statements contained in the
Reports were, on the respective dates thereof, true, correct and
accurate, were prepared in accordance with generally accepted
accounting principles applied, except as stated in such financial
statements or the notes thereto, on a consistent basis throughout
the periods covered and present fairly the financial condition of
NPRT at the dates indicated and the results of operations and the
changes in financial position for the periods indicated. NPRT
does not have any liabilities or obligations which are in the
aggregate material, whether accrued, absolute, contingent or
otherwise, except (i) as reflected in the July 31, 1990 balance
sheet contained in the Form 10-K for the year then ended (the
"July 31, 1990 Balance Sheet") or the notes thereto or the
October 31 Balance Sheet or the notes thereto and not heretofore
discharged, (ii) as set forth in the NPRT Letter or (iii) those
incurred in the normal and ordinary course of business since
October 31, 1990.
(b) Tax Returns. Except for matters which NPRT is
disputing in pending proceedings as set forth in the NPRT Letter,
NPRT has filed all Federal, state and local income tax returns
which are required to be filed, such returns have been correctly
prepared and all income and other taxes due have been fully paid
or adequately reserved for, except in all cases where failure so
to file, incorrect preparation of such returns or failure so to
pay would not individually or in the aggregate have a material
effect on NPRT's business, operations or financial condition.
(c) Absence of Certain Changes. NPRT has no current
intention and is not considering any plans or proposals to make
any material change in the general nature of its business.
Except as set forth in the Reports and in the NPRT Letter, since
October 31, 1990:
(i) NPRT has not (A) made any new material
acquisitions of properties or entered into any commitments
to make any material acquisitions of properties, (B) issued,
assumed or guaranteed any indebtedness for money borrowed or
(C) declared or paid any dividends on, or made any
distributions to the holders of, its shares of beneficial
interest; and
(ii) other than events and developments relating
to or affecting the general economy and generally affecting
segments of the industries in which NPRT has interests,
there has not been (A) any material adverse change, or any
development involving a prospective material adverse change,
in the financial condition of NPRT taken as a whole, (B) any
damage, destruction or loss to physical property, whether or
not covered by insurance, materially and adversely affecting
the assets, business or prospects of NPRT, (C) any change,
or any development involving a prospective change, in the
estimated fair value or net realizable value of any
investments of NPRT so as to require, under generally
accepted accounting principles, any material change in the
allowance for possible investment losses set forth in the
October 31 Balance Sheet, (D) any other event directly
pertaining to and materially and adversely affecting the
assets or, to NPRT's actual knowledge, the business of NPRT,
or (E) any amendment to the Declaration of Trust of NPRT,
which was last amended as of December 14, 1987 (the
"Declaration of Trust").
(d) Organization and Standing. NPRT is a voluntary
business association commonly known as a business trust of the
type described in Chapter 182 of the General Laws of
Massachusetts, duly established and validly existing pursuant to
the Declaration of Trust under the laws of the Commonwealth of
Massachusetts and has full power and authority (trust and other)
to own its property and conduct its business as presently being
conducted. NPRT is duly qualified to do business in good
standing in each jurisdiction in which the ownership of its
property or the conduct of its business makes such qualification
necessary, except in all cases where failure so to qualify would
not individually or in the aggregate have a material adverse
effect on NPRT's business, operations or financial condition.
NPRT is operating, and has operated during all taxable years for
which the period to assess tax has not expired, in such manner as
to qualify as a real estate investment trust under the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code").
NPRT made the election to be taxed as a real estate investment
trust commencing with its taxable year ended July 31, 1973, and
such election has not been terminated or revoked. To the
knowledge of NPRT, shares of beneficial interest of NPRT during
all periods to which such election has been applicable have been
beneficially owned in such a manner as to permit NPRT to qualify
as a real estate investment trust under the Internal Revenue
Code. To the knowledge of NPRT, NPRT has been a "domestically-
controlled REIT" as such term is defined in section 897(h)(4)(B)
of the Internal Revenue Code for the five year period ending on
the date hereof. NPRT covenants and agrees that (i) it shall not
issue any shares of beneficial interest or other equity
securities of NPRT to any "foreign person" (as such term is used
in section 897(h)(4)(B) of the Internal Revenue Code or any
successor provision) if such issuance would result in ownership
of 48 percent or more of the value of outstanding shares of
beneficial interest and other equity securities of NPRT, directly
or indirectly, by "foreign persons" and (ii) it shall make
reasonable efforts, such as the issuance of new equity securities
to U.S. persons, to assure that the ownership by "foreign
persons" of shares of beneficial interest and other equity
securities of NPRT does not equal or exceed 48 percent of the
value of all outstanding shares of beneficial interest and other
equity securities.
(e) Capitalization. At the date hereof, the
authorized interests of the shareholders of NPRT consist of an
unlimited number of Shares, 35,271,180 of which are issued and
outstanding, and 1,000,000 Preferred Shares, par value $1.00 per
share, none of which have been issued. All of such outstanding
Shares have been duly and validly issued and are fully paid and
non-assessable by NPRT. There are no options, warrants, calls or
commitments of any kind relating to, or securities convertible
into, the Shares, except as contemplated hereby and as disclosed
in the Reports and in the Proxy Statement and except for
employees' stock option plans and agreements for the issuance of
not more than an aggregate of 50,000 additional Shares to
employees and 5,000 additional Shares to independent contractors.
(f) Assets and Encumbrances. NPRT has good and
insurable title to all its assets, including those reflected in
the October 31, 1990 Balance Sheet or purported to have been
acquired thereafter (except properties sold or otherwise disposed
of since such date in the normal and ordinary course of
business), free and clear of all liens, encumbrances, security
interests and adverse claims, except for the security interests
securing the mortgage notes payable reflected in the October 31,
1990 Balance Sheet or the notes thereto, except as set forth in
the NPRT Letter and except for absences or defects of title,
liens and encumbrances which do not interfere in any material
respect with the conduct of the business of NPRT. Except as set
forth in the October 31, 1990 Balance Sheet or the notes thereto
or the NPRT Letter, all mortgage notes owned by NPRT and
reflected on said balance sheet are valid and legally binding
obligations of the issuer thereof and constitute prior perfected
security interests in the assets securing such notes and not more
than an aggregate of $100,000 of payments of principal or
interest on such mortgage notes owned by NPRT are in default.
(g) Litigation. Except as set forth in the Reports
and the NPRT Letter, there are no actions, proceedings or
investigations pending, or, to the knowledge of NPRT, threatened,
against or affecting NPRT or any of its assets or rights, in any
court or before any authority, which if adversely determined
would materially and adversely affect the financial condition,
business, assets or rights of NPRT.
(h) Compliance with Other Instruments. Subject to the
matters set forth in the Reports and the NPRT Letter, NPRT is not
in breach or violation of the terms, conditions or provisions of,
or in default under, (i) the Declaration of Trust, (ii) any
indenture, mortgage or other agreement or instrument under which
NPRT has outstanding any indebtedness for money borrowed, or
(iii) except for immaterial breaches or violations, any statute,
law, rule, regulation, order, judgment, decree or other agreement
or instrument to which it is subject; and upon approval by The
New York Stock Exchange of the listing of the Firm Shares and the
NPRT Market Shares, the execution, delivery and performance by
NPRT of this Agreement, the issuance, sale and delivery by NPRT
of the Firm Shares and the NPRT Market Shares and the
consummation by NPRT of the transactions contemplated hereby will
not conflict with, or result in a breach or violation of the
terms, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of any lien
pursuant to the terms of, any of the foregoing.
(i) Regulatory Approval. No consent, approval,
authorization or order of, or filing, registration or
qualification with, any court or other governmental agency or
instrumentality is required in connection with the execution and
delivery by NPRT of this Agreement, the issuance, sale and
delivery by NPRT of the Firm Shares or the NPRT Market Shares or
the consummation by NPRT of the transactions contemplated hereby,
except for the filing of a report on Form BE-13A and related
forms pursuant to the rules of the Department of Commerce
promulgated under the International Investment Survey Act of 1976
and the filing of a Current Report on Form 8-K pursuant to the
rules of the Commission promulgated under the Exchange Act.
(j) Accuracy of Information. All information and
documents listed herein as having been furnished or made
available to the Fund, its counsel or its representatives prior
to the date hereof were true and correct in all material aspects
when furnished. The minute books of NPRT made available to
Shearman & Sterling contain accurate records of all Board of
Trustees and shareholders meetings of NPRT held since December
31, 1985.
(k) Authority Relative to this Agreement. NPRT has
all necessary power and authority to enter into this Agreement
and to carry out its obligations hereunder. The execution and
delivery of this Agreement by NPRT and the consummation by NPRT
of the transactions contemplated hereby have been duly authorized
by all necessary trust action on the part of NPRT. This
Agreement has been duly executed and delivered by NPRT and,
assuming the due authorization, execution and delivery by the
Fund hereof, constitutes a legal, valid and binding obligation of
NPRT.
(l) ERISA. The Reports set forth all employee benefit
plans (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) and
all other benefit plans or arrangements currently maintained by
NPRT or with respect to which it has, or reasonably expects to
have, any liability (the "Plans"). Each Plan is now, and has
been, operated in all material respects in accordance with the
requirements of applicable law, including the tax-qualification
requirements of Section 401(a) and 501(a) of the Internal Revenue
Code with respect to any Plan intended to be so qualified. NPRT
has not incurred, nor reasonably expects to incur, any material
unfunded liability with respect to any of the Plans. The
accumulated benefit obligation of any Plan subject to Title IV of
ERISA does not exceed by a material amount the assets of such
Plan.
3. Representations, Warranties and Agreements of the
Fund. The Fund represents and warrants to, and agrees with, NPRT
that:
(a) Organization and Standing. The Fund is duly
organized and validly existing under the laws of the Netherlands
and has full power and authority to complete the transactions
contemplated by this Agreement.
(b) Due Authorization. The purchase from NPRT of the
Firm Shares and the NPRT Market Shares and the execution of this
Agreement have been duly authorized by the Board of Directors of
the Fund, and execution of this Agreement and the completion of
the purchase from NPRT of the Firm Shares and the NPRT Market
Shares by the Fund will not violate any law or rule of any
governmental agency to which the Fund is subject.
(c) Investment Intent. The Fund is purchasing the
Firm Shares, and will purchase the NPRT Market Shares, for its
own account for investment and not with a view to any resale or
distribution thereof. If the Fund should in the future decide to
dispose of any of the Firm Shares or the NPRT Market Shares
(which it does not now contemplate), the Fund agrees that it
shall do so only in compliance with the 1933 Act and Section 5
hereof.
(d) Regulatory Approval. No consent, approval,
authorization or order of, or filing, registration or
qualification with, any court or other governmental agency or
instrumentality is required in connection with the execution and
delivery by the Fund of this Agreement or the consummation by the
Fund of the transactions contemplated hereby, except for the
filing by the Fund of statements on Schedule 13D and reports on
Form 3 or Form 4 under Rules 13d-l and 16a-l, respectively,
promulgated by the Commission under the Exchange Act, and a
report on Form BE-13B and related forms pursuant to the rules of
the Department of Commerce promulgated under the International
Investment Survey Act of 1976 (all of which the Fund agrees to
file). The purchase by the Fund of the Fund Shares does not
require the filing of a Pre-Merger Notification Form and related
documents under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.
(e) Taxes, etc. No taxes, levies, imposts or charges
of the Netherlands or any political subdivision or taxing
authority thereof or therein are required to be paid by NPRT in
connection with the issue, sale and delivery of the Firm Shares
or the Market Shares hereunder.
(f) Ownership of Shares. As of the date hereof, the
Fund does not own, beneficially or otherwise, any Shares.
4. Covenants of NPRT. NPRT hereby covenants and
agrees with the Fund as follows:
(a) Election of Trustees. NPRT will, if requested by
the Fund:
(i) As soon as practicable after receipt of such
request (A) invite a representative of the Fund to attend as
a guest all meetings of the Board of Trustees of NPRT until
a person designated by the Fund is elected to such Board of
Trustees and (B) call a special meeting of shareholders of
NPRT to be held as soon as practicable for the purpose of
(x) adopting an amendment to the NPRT Declaration of Trust
increasing the number of authorized Trustees on NPRT's Board
of Trustees to not more than 15 and (y) electing a person
designated by the Fund to fill one of the vacancies created
by such amendment, the adoption of such amendment and the
election of such designee to have been recommended by the
Board; and
(ii) so long as the Fund beneficially owns at least
9.9% of NPRT's outstanding Shares, include the Fund's
designee in NPRT's Board of Trustees' nominees for election
as Trustees 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.
Any person designated by the Fund other than Messrs. Wim G.
Bleijenberg and Jean L.M.J. Klijnen shall be subject to the
approval of the Chairman of NPRT or the nominating committee of
the Board of Trustees; provided, however, that such approval
shall not be unreasonably withheld. At any time that (1) there
is no member of the Board of Trustees who was designated by the
Fund pursuant to clause (ii) above and (2) the Fund beneficially
owns at least 9.9% of NPRT's outstanding Shares, NPRT shall
(A) permit an authorized representative of the Fund meeting the
criteria set forth in the immediately preceding sentence to
attend all meetings of the Board of Trustees and shall provide
the Fund with such notice of and other information with respect
to such meetings and actions proposed to be taken without
meetings as are delivered to the Trustees and (B) notify the
Fund, within ten days thereafter, of the taking of any written
action by the Board in lieu of a meeting thereof. The member of
the Board of Trustees designated by the Fund pursuant to clauses
(i) and (ii) above shall be appointed a member of the Audit
Committee of the Board of Trustees. In the event of any vacancy
in the Board of Trustees between annual meetings of NPRT's
shareholders, the Fund will cause its designee as Trustee to vote
to fill the vacancy with the person nominated by the nominating
committee of the Board, or in the absence of any such nomination,
the person proposed by the Chief Executive officer of NPRT.
(b) Financial Statements and Other Documents. So long
as the Fund beneficially owns at least 9.9% of NPRT's outstanding
Shares, NPRT will dispatch to the Fund, within seven days after
the filing thereof with the Commission, two copies of all
documents filed by it with the Commission under the 1933 Act or
the Exchange Act. If NPRT should cease to be subject to the
reporting requirements of the Commission under Section 13(a) or
Section 15(d) of the Exchange Act, it will nevertheless furnish
to the Fund substantially the same financial statements, and in
substantially the same form and at substantially the same times,
as it would have been required to include in any filings with the
Commission had it been subject to such requirements.
(c) Access to Information. NPRT has given, and will
give so long as the Fund beneficially owns at least 9.9% of
NPRT's outstanding Shares, the Fund, its counsel and its
auditors, reasonable access to the books, records, personnel and
facilities of NPRT, and will comply with all reasonable requests
for the furnishing of information and documents; provided,
however, that the Fund agrees not to publish or disclose
information or documents not otherwise made public other than to
its counsel or auditors without NPRT's prior written consent.
(d) Restriction on Issuance of Shares. For a period
of six months from the Closing Date of the Firm Shares, NPRT
shall not, except for Shares issued pursuant to NPRT's Dividend
Reinvestment Plan in effect on the date hereof and Shares issued
under any 401k plan, employee stock option, purchase plan or
agreement in effect on the date of this Agreement, issue or sell
any Shares at a price of less than U.S. $16.75 or issue, sell or
grant any option, warrants or calls relating to, or any security
convertible into, any Shares which have an exercise or conversion
price of less than U.S. $16.75 per Share.
(e) Use of Proceeds. NPRT will invest the proceeds
from the sale of the Firm Shares and the NPRT Market Shares (net
of the reasonable expenses payable by NPRT under Section 9(c)
hereof and any other out-of-pocket expenses incurred by NPRT in
connection with the execution and delivery of this Agreement and
the issuance, sale and delivery of the Firm Shares and the NPRT
Market Shares) as follows:
The primary use of the proceeds will be for
acquisitions of additional properties as suitable
opportunities arise. NPRT's principal emphasis has
been and is expected to continue to be shopping centers
and garden apartment properties. The Trust may also
use a portion of the proceeds to renovate, expand and
improve existing Trust properties and to add to working
capital. In the interim, such proceeds may be invested
in short-term or intermediate-term government
securities, obligations of the Government National
Mortgage Association, bankers' acceptances,
certificates of deposit of commercial banks and savings
banks and savings and loan associations which are
members of the Federal Deposit Insurance Corporation,
deposits in members of the Federal Home Loan Bank
System, time deposits, commercial paper, other market
instruments, bonds, notes and common and preferred
stock.
Neither such proceeds nor any income earned from investments
thereof shall be used for any purposes other than making the
investments permitted by the first sentence of this paragraph
(e); provided, however, that any such income may be used to pay
cash dividends on, or to make distributions to holders of, NPRT's
Shares.
5. Covenants of the Fund. For the purpose of
establishing criteria to determine whether, at various points of
time in the future, the then members of the Board of Trustees and
the then executive officers of NPRT reflect some degree of
continuity with their then immediate predecessors for the
purposes of this paragraph 5 and paragraph 8, (i) a "Continuing
Trustee" means a Trustee who either was a Trustee on the Closing
Date, or at any time thereafter is a Trustee whose nomination was
approved by a majority of the Continuing Trustees (provided that,
in the event only two Trustees constitute all of the Continuing
Trustees and one of such Trustees is a Continuing Officer, the
Trustee who is a Continuing Officer shall be deemed to be "a
majority of the Continuing Trustees" for purposes of this clause
(i)), (ii) an "Executive Officer" means an executive officer of
NPRT required to be named as an executive officer in NPRT's then
most recent Annual Report on Form 10-K, and (iii) a "Continuing
Officer" means an Executive Officer who either at any time now or
hereafter has been an Executive Officer for at least two years,
or who at any time now or hereafter is elected to his or her
office by a majority of the Continuing Trustees.
The Fund hereby covenants and agrees with NPRT that,
provided Continuing Trustees constitute a majority of the Board
of Trustees and Continuing officers constitute a majority of the
Executive Officers:
(a) Restriction on Disposition of Shares. Except for
sales or transfers to affiliates of the Fund, the Fund will not
pledge, hypothecate, sell or transfer any of the Firm Shares or
the NPRT Market Shares for a period of ten years from the Closing
Date; provided, however, that after the closing for the NPRT
Market Shares the Fund may pledge all or any part of the Fund
Shares from time to time pursuant to bona fide loan transactions
where the Fund's obligations are guaranteed by an entity
satisfactory to NPRT and which expressly provide that in the
event the Fund Shares are transferred by reason of exercise of
the pledgee's rights, all transferees of the Fund Shares shall
remain bound by the provisions of this Agreement (provided,
however that the rights and obligations of all transferees which
are affiliates of the Fund shall be governed by paragraph 9(e)
hereof, and provided, further that if the pledgee is a non-
affiliate of the Fund, it and its transferees shall not be bound
by those provisions contained in paragraph 5 hereof) but shall
not have any of the Fund's rights to designate a Trustee or
receive access to financial information or the Fund's
registration rights herein contained, including without limiting
the generality of the foregoing, those rights set forth in
paragraphs 4 and 7 hereof; provided, further, that beginning five
years after the Closing Date, the Fund may sell up to one-half of
the maximum number of Shares which the Fund is permitted at any
time to own under this Agreement (i) in underwritten public
offerings registered under the 1933 Act and, in the case of
public offerings resulting from the exercise of the rights of the
Fund under paragraph 7(a) hereof, in which the managing
underwriter or underwriters represent that it is their intention
to distribute the Firm Shares and the net Shares being sold in
such a manner that no single purchaser will acquire more than 10%
of the total of the Firm Shares and the NPRT Market Shares
originally purchased by the Fund or (ii) in placements either
registered under the 1933 Act or exempt therefrom under Rule 144
promulgated thereunder in which no purchaser acquires more than
5% of the total of the Firm Shares and the NPRT Market Shares
originally purchased by the Fund.
Notwithstanding the foregoing, if at any time after the
date hereof: (x)(i) there is signed a termination or
modification of the existing income tax convention between the
United States and the Netherlands with the effect that at any
time after the effective date thereof dividend distributions by
NPRT to the Fund will be subject to United States tax at a rate
in excess of 15 percent or (ii) the ownership of shares of
beneficial interest and other equity securities of NPRT held by
"foreign persons" (as such term is used in section 897(h)(4)(B)
of the Internal Revenue Code or any successor provision),
directly or indirectly, equals or exceeds 48 percent in value of
all outstanding shares of beneficial interest and other equity
securities of NPRT, then the Fund shall have the right at its
sole cost and expense to sell or otherwise dispose of all or part
of the Fund Shares and (y) legislation shall be introduced in the
United States Congress which, if enacted, would subject the Fund
to United States tax on the sale or exchange of Shares, then the
Fund shall have the right at its sole cost and expense to sell or
otherwise dispose of all Shares held by the Fund (or that portion
of the Shares owned by the Fund as may be necessary to reduce the
ownership of Shares by the Fund so that such legislation is
inapplicable to the Fund). Any Shares sold or otherwise disposed
of by the Fund pursuant to the preceding sentence shall be sold
or otherwise disposed of (x) in an underwritten public offering
registered under the 1933 Act or (y) in one or more private
placements exempt from registration under the 1933 Act to one or
more persons approved by NPRT, such approval not to be
unreasonably withheld.
(b) Voting Fund Shares. Provided that William Newman,
Joseph Newman and Melvin D. Newman or their respective heirs,
executors, legal representatives, successors or assigns (except
open market purchasers), vote the Shares owned 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) hereof, the Fund will vote the Fund Shares:
(i) for a period from the Closing Date until
December 24, 2001, in favor of the election of the Board of
Trustees' nominees for Trustees; and
(ii) for a period of five years from the Closing Date,
in the manner recommended by the Board of Trustees of NPRT
on any proposal presented by the Board to the shareholders
of NPRT provided, however, that the Fund shall not be
required to vote in any such manner if such vote would
adversely affect the Fund's Shares by decreasing the amount
of dividends or distributions payable on account of the Fund
Shares or the amount payable thereon upon liquidation of the
Trust or by having some other demonstrable adverse economic
effect on the Fund Shares, or by diminishing or eliminating
any voting rights pertaining thereto or the Fund's right to
designate a Trustee or the Fund's registration rights (any
proposal which would equally affect all of the Trust's
Shares, so that the effect on the Fund's Shares is pro rata
in proportion to all of the Trust's Shares then outstanding,
is not a proposal which "adversely affects the Fund's
Shares" within the meaning of this proviso, e.g., a proposal
to approve a large issuance of shares).
6. Conditions to Obligation of the Fund. The
obligation of the Fund to purchase and pay for the Shares shall
be subject to the accuracy as of each Closing Date (as if made on
such Closing Date) of the representations and warranties of NPRT
herein, to the performance by NPRT of its obligations hereunder
to be performed on or before such Closing Date, and to the
satisfaction of the following conditions on such Closing Date:
(a) Opinion of NPRT's Counsel. The Fund shall have
received an opinion or opinions of Hofheimer Gartlir & Gross or
Altheimer & Gray, counsel to NPRT, dated the Closing Date and in
form and substance satisfactory to the Fund, to the effect that:
(i) NPRT is a voluntary business association commonly
known as a business trust of the type described in Chapter
182 of the General Laws of Massachusetts, duly established
and validly existing pursuant to the Declaration of Trust
under the laws of the Commonwealth of Massachusetts and has
the requisite power to conduct the business in which it is
engaged on the Closing Date;
(ii) This Agreement has been duly authorized, executed
and delivered by NPRT and constitutes a valid and legally
binding obligation of NPRT, enforceable in accordance with
its terms, subject,,as to enforcement, to bankruptcy,
insolvency, reorganization or other laws of general
applicability relating to or affecting the enforcement of
creditors' rights and to general equity principles (except
that such counsel need not express an opinion as to the
indemnity and contribution agreements in Section 7(e)
hereof);
(iii) All of the outstanding Shares (including the
Firm Shares and the Market Shares) have been duly authorized
and the outstanding Shares are, and the Firm Shares and the
Market Shares when issued in accordance with paragraph 1
hereof will be, validly issued, fully paid and nonassessable
by the Trust, and neither the Declaration of Trust nor
general principles of Massachusetts law provide the
shareholders of NPRT with preemptive rights;
(iv) No consent, approval, authorization or order of,
or filing, registration or qualification with, any court or
other governmental agency or instrumentality is required in
connection with the execution, sale and delivery by NPRT of
this Agreement, the issuance, sale and delivery by NPRT of
the Firm Shares or the NPRT Market Shares or the
consummation by NPRT of the transactions contemplated
hereby, except for the filing by NPRT of a report on Form
BE-13A and related forms pursuant to the rules of the
Department of Commerce promulgated under the International
Investment Survey Act of 1976 and the filing of a current
Report on Form 8-K pursuant to the rules of the Commission
promulgated under the Exchange Act;
(v) The execution, delivery and performance by NPRT of
this Agreement, the issuance, sale and delivery by NPRT of
the Firm Shares and the NPRT Market Shares and the
consummation by NPRT of the transactions contemplated by
this Agreement are not required to be approved by the
holders of NPRT's Shares and do not conflict with, or result
in a breach or violation of the terms, conditions or
provisions of, or constitute a default under, or result in
the creation or imposition of any lien pursuant to the terms
of, the Declaration of Trust, or any statute, law, rule or
regulation or any order, judgment, decree, indenture,
mortgage or other agreement or instrument known to such
counsel to which NPRT is subject;
(vi) Except as set forth in the Reports, the NPRT
Letter or the October 31, 1990 Balance Sheet or the notes
thereto, there are no actions, proceedings or investigations
pending, or to the knowledge of such counsel threatened,
against or affecting NPRT or any of its properties or
rights, which if adversely determined would materially and
adversely affect the financial condition, business, assets
or rights of NPRT; and
(vii) It is not necessary in connection with the
issue, sale and delivery of the Firm Shares or the NPRT
Market Shares, under the circumstances contemplated by this
Agreement, to register such Shares under the 1933 Act.
(b) Opinion of Counsel for the Fund. The Fund shall
receive from Shearman & Sterling, special counsel for the Fund,
such opinion as to the issuance of the Firm Shares and the NPRT
Market Shares and other matters as the Fund may require, and NPRT
shall have furnished to such counsel such documents as such
counsel may reasonably request for the purpose of enabling them
to pass upon such matters.
(c) Certificate of NPRT. The Fund shall have received
a certificate or certificates, dated the Closing Date and in form
and substance satisfactory to the Fund, signed by The Chief
Executive Officer or the Chief Operating Officer of NPRT to the
effect that the representations and warranties of NPRT herein are
true and correct, as if made at and as of the Closing Date, and
that NPRT has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or
prior to the Closing Date.
(d) Listing. The New York Stock Exchange shall have
approved the listing of the Firm Shares and the NPRT Market
Shares to be purchased from NPRT.
(e) Reliance on Massachusetts Lawyers. In rendering
their opinions, Hofheimer Gartlir & Gross, Altheimer & Gray and
Shearman & Sterling may rely, as to all matters of Massachusetts
law, upon the opinion of Hale & Dorr or Fordham & Starrett or
other Massachusetts counsel reasonably acceptable to the Fund.
(f) Voting Agreement. Messrs. William Newman, Joseph
Newman and Melvin D. Newman (sometimes herein referred to
collectively as the "Newmans") shall have executed an agreement
in form reasonably satisfactory to the Fund to vote the Shares
owned 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) hereof.
7. Registration Rights. NPRT hereby covenants and
agrees as follows:
(a) Required Registration of Fund Shares. At any time
after five years from the Closing Date (or at such earlier time
as mutually agreed in writing by the parties hereto or as
permitted by paragraph 5(a) hereof), upon the written request
(which shall specify the number of Fund Shares intended to be
sold and describe the nature of any proposed sale) of the Fund,
NPRT will as soon as practicable (but in any event within six
months of the receipt by NPRT of such request, subject to
subparagraph "(f)" hereinbelow) prepare, file and use its best
efforts to cause to become effective a registration statement
under the 1933 Act with respect to such of the Fund Shares as the
Fund shall have requested be registered (NPRT shall use Form S-3
if available), subject to the provisions of paragraph "5" hereof,
and NPRT shall take whatever action may be required to permit the
sale of all such Shares, subject to the provisions of said
subparagraph "(f)".
(b) Incidental Registration. If NPRT at any time
plans to file a registration statement covering proposed sales
for cash of its equity securities (other than shares issuable
upon the exercise of employee stock options or pursuant to any
employee share purchase or similar plan) under the 1933 Act
(otherwise than pursuant to the provisions of "(a)" above), it
will give written notice to the Fund at least 15 days prior to
the day on which such registration statement is filed and, at the
Fund's written request given within ten days after the receipt of
such notice (which request shall specify the number of Fund
Shares intended to be sold or disposed of by the Fund), NPRT will
use its best efforts to cause all Shares for which registration
shall have been requested to be included in such registration
statement to the extent required to permit the sale or other
disposition thereof in accordance with the method described by
the Fund, subject to the provisions of (f) below and of Section 5
hereof.
(c) Expenses and Maintenance of Registration. NPRT
shall keep effective and maintain any registration specified in
paragraph (a) or (b) above for such period as the Fund may deem
necessary for the purpose of selling or disposing of the Fund
Shares, which period shall not exceed the lesser of (y) three
months or (z) such period during which the financial statements
in the registration statement do not become stale, and from time
to time during such period shall amend or supplement the
prospectus used in connection therewith to the extent necessary
in order to comply with applicable law. NPRT shall furnish the
Fund with as many copies of any prospectus (and of any amended or
supplemented prospectus) in connection with any such registration
as it may reasonably request and shall, when and as requested by
the Fund, take any action necessary to permit the offering of the
Fund Shares covered by such registration under the securities
laws of such states as it may reasonably designate; provided,
however, that NPRT shall not be required to qualify as a foreign
corporation to do business or to give a general consent to
service of process. All expenses, disbursements and fees in
connection with any registration contemplated by paragraph (a) or
(b) above or under this paragraph (c) shall be borne by the
persons seeking to sell the Shares so registered in proportion to
the number of such Shares sought to be sold by such persons.
(d) Opinion of Counsel Upon Registration. At the time
when any registration statement under the 1933 Act pursuant to
paragraph (a) or (b) above becomes effective, and at the time of
each post-effective amendment, NPRT will furnish to the Fund, and
any underwriters or broker-dealers through whom the Fund Shares
may be sold, (A) an opinion of counsel to NPRT to the effect that
(i) to the best of the knowledge of such counsel, no stop order
suspending the effectiveness of the registration statement has
been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the 1933 Act,
(ii) the registration statement and the prospectus, as of the
effective date of the registration statement or amendment, as the
case may be, appeared on their face to be appropriately
responsive in all material respects to the requirements of the
1933 Act and the applicable rules and regulations of the
Commission thereunder, (iii) such counsel have no reason to
believe that the registration statement or the prospectus, as of
the effective date of the registration statement or amendment, as
the case may be, contained any untrue statement of a material
fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading and (iv) the Fund Shares offered thereby have been
duly authorized and validly issued and are fully paid and non-
assessable by NPRT; it being understood that such counsel need
not express any opinion or belief as to the financial statements
or other financial data contained in the registration statement
or prospectus, and (B) a comfort letter from the independent
public accountants of NPRT, in customary form and covering such
matters of the type customarily covered by the comfort letters
given by such accountants to the underwriters in NPRT's
underwritten public offerings managed by nationally recognized
underwriters.
(e) Indemnification. NPRT hereby agrees to indemnify
the Fund, any underwriter or broker-dealer through whom the Fund
Shares may be sold and each person, if any, who controls the Fund
or any such underwriter or broker-dealer within the meaning of
the 1933 Act, against all losses, claims, damages, liabilities or
expenses or actions in respect thereof (under the 1933 Act or
common law or otherwise) caused by any untrue statement of a
material fact contained in any registration statement or
prospectus (and as amended or supplemented if NPRT shall have
furnished any amendments or supplements thereto) or any
preliminary prospectus or caused by any omission to state therein
a material fact required to be stated therein or necessary to
make the statements therein not misleading; and will reimburse
the Fund for any legal or other expenses reasonably incurred by
it in connection with investigating or defending against such
loss, claim, damage, liability or action, except insofar as such
losses, claims, damages, liabilities or expenses are caused by
any untrue statement or omission contained in information
furnished in writing to NPRT by the Fund expressly for use
therein. In connection with any registration statement in which
the Fund is participating, the Fund promptly will furnish NPRT in
writing such information as shall reasonably be requested by NPRT
for use in any such registration statement or prospectus and will
indemnify NPRT, its Trustees and officers, each underwriter and
each person, if any, who controls NPRT or any underwriter within
the meaning of the 1933 Act, against any losses, claims, damages,
liabilities and expenses and actions in respect thereof (under
the 1933 Act or common law or otherwise) resulting from any
untrue statement of a material fact or any omission of a material
fact required to be stated in the registration statement or
prospectus or necessary to make the statements therein not
misleading; and will reimburse NPRT for any legal or other
expenses reasonably incurred by it in connection with
investigating or defending against such loss, claim, damage,
liability or action, but only to the extent that such untrue
statement or omission is contained in information so furnished in
writing by the Fund expressly for use therein. Each party hereto
will also agree that in the event any such indemnification by it
is held by a court to be unavailable, such party will contribute
to any damages paid by the other party or any underwriter or
broker-dealer which would have been paid had such indemnification
not been held to be unavailable.
(f) Limitations on Rights to Registration.
Notwithstanding the provisions of (a) above:
(i) NPRT shall not be required to register Fund Shares
owned by the Fund or any assignee of the Fund under the 1933
Act if in the opinion of counsel to NPRT and the opinion of
special counsel to the Fund or any assignee of the Fund, as
the case may be, such registration is not necessary under
the circumstances;
(ii) NPRT shall not be required to file more than two
registration statements pursuant to the provisions of "(a)"
above, and NPRT shall be required to file the second such
registration statement only at such time which does not, in
NPRT's reasonable judgment, materially and adversely
interfere with NPRT's plans for any public offering and/or
private placement of its Shares contemplated to occur within
six months of the date of the Fund's notice requesting
registration or its use of Shares to acquire property in a
pending transaction or where the registration statement
requirements would cause its officers and staff to devote
any substantial business time to the compiling or updating
of financial information outside of the normal course of
business.
(iii) The rights to registration specified in (b)
above shall be limited to situations where a proposed public
distribution of the Fund Shares to be registered is to be
effected forthwith upon the effectiveness of a registration
statement with respect thereto;
(iv) The minimum number of Fund Shares included in a
registration statement pursuant to the provisions of
paragraph (a) above shall be 1,000,000; and
(v) If NPRT has filed a registration statement
covering the sale for its own account of its own securities
to underwriters for the purpose of making a public offering
and Fund Shares are to be included therein pursuant to the
provisions of paragraph (b) above and if in the judgment of
the managing underwriter or underwriters of the proposed
public offering of such securities such inclusion would
materially and adversely affect such public offering and
notification of such determination is given to the Fund as
promptly as practicable, the number of Shares to be offered
for the account of the Fund shall be reduced to the extent
recommended by such managing underwriter or underwriters;
provided that, if securities are being offered for the
account of other persons as well as NPRT, the proportion by
which the number of Shares intended to be offered by the
Fund is reduced shall not exceed the proportion by which the
number of Shares intended to be offered by such other
persons is reduced; and provided further that if the
reduction in the number of Shares to be offered by the Fund
would, in the judgment of such managing underwriter or
underwriters, be insufficient to substantially eliminate the
material adverse effect that inclusion of the Fund Shares
requested to be included would have on such offering, such
Fund Shares shall be excluded from such offering. If any
such Fund Shares are therefore not included in two such
registration statements, NPRT will file an additional
registration statement pursuant to the provisions of
paragraph (a) above.
8. Additional Agreements. Except as provided in this
Section 8, the Fund agrees, provided Continuing Trustees
constitute a majority of the Board of Trustees and Continuing
Officers constitute a majority of the Executive Officers, that
for a period of 15 years after the Closing Date the Fund will
not, without the prior consent of NPRT's Board of Trustees
specifically expressed in a resolution adopted by a majority of
the Trustees of NPRT who are not designated by the Fund, acquire,
by purchase or otherwise, any securities, including convertible
securities, which entitle the holder directly or upon conversion
to vote for the election of Trustees of NPRT ("Voting
Securities"), if immediately after such acquisition the Fund, its
Trustees and officers would hold in the aggregate more than 15%
of the total votes of all Voting Securities at the time
outstanding (assuming conversion of all convertible securities);
provided, however, that the provisions of this paragraph shall
not prevent the Fund from converting any securities held by it
into Shares, if such securities have been called for redemption
by NPRT or NPRT has taken other action which would cause a
failure so to convert such securities to have an adverse effect
on the Fund.
So long as the Fund beneficially owns at least 9.9% of
the Shares, NPRT agrees that in the event that it should propose
to issue and sell for cash additional Voting Securities (such
additional Voting Securities are herein referred to as the
"Additional Securities"), it will give the Fund notice of such
proposal (the "Proposal Notice") and the Fund shall thereupon
have the right to purchase from NPRT sufficient securities of the
same class and having the same terms as the Additional Securities
so that after the issuance of the Additional Securities the Fund
will own the same percentage of Shares as the Fund owned prior to
the issuance of the additional shares (such securities which the
Fund shall have a right to purchase are herein referred to as the
"Fund's Additional Securities"); provided, however, that on and
after the fifteenth anniversary date of the initial Closing Date,
the Fund's rights hereunder shall be limited to maintaining a
percentage of Shares which shall not exceed 9.9% of the
outstanding Shares. The purchase price per share to be paid by
the Fund for the Fund's Additional Securities shall be the public
offering price or sales price or, in the case of a subscription
offering made to all holders of outstanding Shares, the
subscription price, less in each case underwriting discounts or
commissions, if any. The Fund's right to purchase the Additional
Securities shall be exercised by written notice to NPRT given by
the Fund not more than seven business days following receipt by
the Fund of the Proposal Notice, setting forth the amount of the
Fund's Additional Securities to be purchased. Upon receipt by
NPRT of such notice, the Fund shall be obligated to purchase from
NPRT, and NPRT shall be obligated to sell to the Fund, such
amount of the Fund's Additional Securities, such purchase and
sale to take place on the closing of the issuance of the
Additional Securities (in the event of a private placement, such
purchase and sale shall take place within 30 days of the closing
of the private placement); provided, however, that in the event
the Additional Securities are not issued within three months
after the receipt by NPRT of the notice setting forth the amount
of the Fund's Additional Securities to be purchased by the Fund,
then the parties shall have no further obligations pursuant to
this sentence and NPRT shall not thereafter proceed with the
issuance of the Additional Securities without giving the Fund a
new notice pursuant to the preceding sentence. All references to
"Fund Shares" in paragraphs 5, 7 and 9(e) hereof shall be deemed
to include the Fund's Additional Securities. The right to
purchase Additional Securities provided for in this paragraph
shall not apply to (a) Shares issued for a consideration other
than cash, (b) Shares issued under NPRT's Dividend Reinvestment
and Share Purchase Plan or (c) up to 200,000 Shares issued during
any fiscal year of NPRT under any employee or Trustee stock
option or purchase plan or pension plan at a purchase price equal
to not less than 85% of the fair market value of such Shares on
the date of purchase or the date any such option is granted.
9. Miscellaneous.
(a) Termination. The Fund, provided that prior to the
breach or default hereinbelow described the Fund was complying
with its obligations under this Agreement, may elect to terminate
all or any of the provisions of paragraph 5 hereof after any of
the following events: (i) if NPRT breaches, or defaults in the
performance of, any of its covenants contained in Section 2 or 4
of this Agreement or elsewhere in this Agreement in any material
respect (whether or not such covenants are valid and legally
binding obligations of NPRT) or if during their survival period
any of NPRT's representations or warranties contained herein are
incorrect in any material respect, or (ii) if Messrs. William
Newman, Joseph Newman or Melvin D. Newman or their respective
heirs, executors, legal representatives, successors or assigns
(except open market purchasers), fail to vote the Shares owned or
controlled by them in favor of the election as a Trustee of any
person designated by the Fund in accordance with paragraph 4(a)
hereof (whether or not such covenants are valid and legally
binding obligations of such person). If the breach or default is
a material breach of subparagraphs (a), (d) or (e) of paragraph 4
or if there is a breach of covenant of the type described in
clause (ii) immediately above, the Fund also may elect to
terminate all or any of the provisions of paragraph 8 hereof. In
the event of any election to terminate hereunder, the Fund shall
forthwith give written notice thereof to NPRT and shall not take
any action prohibited by Section 5 or 8 hereof unless and until
the termination becomes effective. No termination pursuant to
this paragraph 9(a) as a result of any such breach or default
shall be effective if (i) NPRT or the Newmans shall have remedied
or cured such breach or default within 30 days after receipt by
them of such notice or, if in NPRT's reasonable judgment such
breach or default cannot be cured within such 30-day period, NPRT
or the Newmans shall have commenced such remedy or cure within
such 30 day period and shall complete such remedy or cure within
an aggregate of 60 days after receipt by them of such notice or
(ii) NPRT or the Newmans shall have been enjoined by a court of
competent jurisdiction from performing or abiding by the covenant
so breached or defaulted upon, provided NPRT or the Newmans shall
use their best efforts to cause such injunction to be dissolved
(including the exhaustion of all rights of appeal).
No investigation by the Fund shall affect the
representations and warranties of NPRT in Section 2 or the right
of the Fund to terminate any portion of this Agreement as
provided in this Section 9(a).
(b) Amendment. This Agreement may be amended or
supplemented in any respect at any time by an agreement in
writing executed in the same manner as this Agreement.
(c) Expenses. NPRT shall bear all United States taxes
which may be payable in respect of the issue, sale or delivery of
any of the Firm Shares or the NPRT Market Shares and the fees and
expenses of NPRT's counsel and NPRT's Massachusetts counsel, and
the fees of Merrill Lynch & Co. (which is paying its own
expenses), investment bankers for NPRT in respect of the
transactions contemplated hereby. The Fund shall bear the fees
and expenses of Shearman & Sterling, special counsel for the Fund
or any substitute for such special counsel (and any other counsel
with whom they may consult) in connection with this Agreement,
and with respect to the NPRT Market Shares, the Fund shall pay a
portion of the fees of Merrill Lynch & Co. equal to 13/16ths of
1% of the purchase price for such Shares. Each party hereto
represents to the other that it is not aware of any other person
who is entitled, or who may assert a right, to receive a
broker's, finder's or similar fee in connection with this
Agreement.
(d) Survival of Representations and Warranties. All
representations and warranties contained herein or made in
writing in connection herewith shall survive the execution and
delivery of this Agreement and the delivery by NPRT of the Firm
Shares, and the NPRT Market Shares, regardless of any
investigation made by the Fund or on its behalf, for a period of
three years from the Closing Date of the Firm Shares.
(e) Successor and Assigns. All covenants and
agreements in this Agreement shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto
whether so expressed or not; provided, however, that no purchaser
of any of the Fund Shares (other than an affiliate of the Fund
except as provided in paragraph 5(a)) shall have the benefits of
a successor or assign by reason merely of such purchase but such
purchaser shall be bound by the Fund's obligations under this
Agreement, except that the provisions of Section 7 shall inure to
the benefit of and be binding upon any purchaser of more than
200,000 Fund Shares. Notwithstanding the foregoing, Purchasers
of Fund Shares in any public offering of such Fund Shares shall
not be subject to any of the obligations, or have the benefit of
any of the rights, of the Fund under this Agreement.
(f) Notices. All communications provided for
hereunder shall be hand delivered, sent by courier, or sent by
facsimile transmission and confirmed by a hand delivered
confirmation or a fax advice of such delivery. If at any time
either party is delivering a communication to the other party, a
fax advice of such delivery shall be faxed to the other party at
the time such communication is deposited with a courier or other
by hand deliverer. If to the Fund, such communications shall be
addressed to the Fund at its offices at Oude Lindestraat 70,
correspondentieadres, postbus 2980, 6401 DL Heerlen, The
Netherlands, Attn: Jean L.M.J. Klijnen, with a copy to Shearman &
Sterling, at 599 Lexington Avenue, New York, New York 10022,
Attn: Cornelius Dwyer, Jr., Esq.; if to NPRT, addressed to it at
its offices at 1120 Avenue of the Americas, New York, New York
10036, with copies to Hofheimer Gartlir & Gross, 633 Third
Avenue, New York, New York 10017 and Altheimer & Gray, 10 South
Wacker Drive, Chicago, Illinois 60606; or to such other address
with respect to any party as such party shall notify the other
party hereto in writing.
(g) Stock Splits. All numbers of Shares and prices
per Share included herein shall be adjusted for any stock
dividends, stock splits or revenue stock splits paid or made
after the date of this Agreement.
(h) Descriptive Headings. The descriptive headings of
this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
(i) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New
York.
(j) Legends on Shares: REIT Qualification. The Fund
acknowledges that the certificates for the Firm Shares and the
NPRT Market Shares delivered on the Closing Dates will bear the
legend required by Section 6.3 of the Declaration of Trust and a
legend referring to the Fund's agreements in the second sentence
of Section 3(c) hereof and in Section 5 hereof and the Fund
agrees to be bound by the provisions of such legends.
(k) Immunity of Trustees, et al. No obligation of
NPRT hereunder is personally binding upon, nor shall resort in
respect thereof be had to the private property of, any of the
Trustees, shareholders, officers, employees or agents of NPRT,
but the Trust Property (as defined in the Declaration of Trust)
or a specific portion thereof only shall be bound.
IN WITNESS WHEREOF, this Agreement has been executed on
behalf of NPRT and the Fund, all as of the date first above
written.
NEW PLAN REALTY TRUST BELEGGINGSMAATSCHAPPIJ MIDAS
B.V.
By By
Title: Title:
<PAGE>
The undersigned, to induce NPRT (the terms used herein are those
used in the above Agreement) to enter in to the above Agreement
with the Fund, the undersigned's wholly-owned subsidiary, and for
other good and valuable consideration the receipt whereof is
hereby acknowledged, hereby guarantees to NPRT, and its
successors and assigns, the full payment of the purchase price by
the Fund for the Firm Shares on the initial Closing Date if the
conditions for the payment of the purchase price have been
satisfied. This guaranty of the undersigned is irrevocable and
shall bind the undersigned and its successors and assigns.
ALGEMEEN BURGERLIJK
PENSIOENFONDS
By
