SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 8-K/A
Amendment No. 2
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
_________________________________
Date of Report December 22, 1995 Commission file number 1-8459
_________________ ______
New Plan Realty Trust
_____________________
(Exact name of registrant as specified in charter)
Massachusetts 13-1995781
______________________ _______________________________
(State of Incorporation) (IRS Employer Identification No.)
1120 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices)
(212) 869-3000
____________________________
(Registrant's telephone number)
The undersigned registrant hereby amends its Current Report on Form 8-
K, dated October 20, 1995, and its Form 8-K/A - Amendment No. 1, dated
November 9, 1995, by: (i) deleting Item 5 and inserting Item 2 in lieu thereof,
and (ii) revising Item 7.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
NEW PLAN REALTY TRUST
(Registrant)
By:/s/ Michael I. Brown
________________________________
Michael I. Brown
Chief Financial Officer, Controller
Dated: December 22, 1995
<PAGE>
Item 2. Acquisition or Disposition of Assets
New Plan Realty Trust (the "Trust") entered into a contract, as
amended, to purchase the eight shopping centers listed below (the
"Properties"). The acquisition of seven of the Properties occurred on
December 11, 1995. The Trust anticipates that the acquisition of the
eighth Property, Westland Crossing, located in Westland, Michigan, will
occur in approximately 60 days from the date of this Form 8-K/A. Upon
completion of the acquisitions, the aggregate purchase price of the
Properties will be approximately $117 million, payable (i) $95.5 million in
cash, a portion of which was obtained from the Trust's November 1995
public offering of 4,060,000 shares of beneficial interest, and (ii)
$21.5 million by assuming an existing mortgage.
Delta Center, Lansing, MI
The Property consists of approximately 174,000 square feet of gross
leasable area on approximately 16 acres. At the time of the
acquisition the Property was 95% occupied.
The principal tenants are: Pet Food, TJ Maxx, and Kids 'R Us.
The Seller is: Dean Witter Realty Income Partnership III, L.P.
Farmington Crossing, Farmington, MI
The Property consists of approximately 84,000 square feet of gross
leasable area on approximately 18 acres. At the time of the
acquisition the Property was 93% occupied.
The principal tenants are: Farmer Jack and Perry Drug.
The Seller is: Farmington/Nine Mile Associates
Fashion Corners, Saginaw, MI
The Property consists of approximately 189,000 square feet of gross
leasable area on approximately 15 acres. At the time of the
acquisition the Property was 94% occupied.
The principal tenants are: Best Products, Best Buy, TJ Maxx, and Kids
'R Us.
The Seller is: Dean Witter Realty Income Partnership III, L.P.
Hall Road Crossing, Shelby, MI
The Property consists of approximately 176,000 square feet of gross
leasable area on approximately 27 acres. At the time of the
acquisition the Property was 93% occupied.
The principal tenants are: Michaels, Pet Food, TJ Maxx, Kids 'R Us,
and Gander Mountain.
The Seller is: Dean Witter Escrow Partnership III, L.P.
Hampton Village Centre, Rochester Hills, MI
The Property consists of approximately 460,000 square feet of gross
leasable area on approximately 91 acres. At the time of the
acquisition the Property was 96% occupied.
The principal tenants are: Farmer Jack, TJ Maxx, Dunham's, Office
Max, Builders Square, Star Theatre, Michaels, and Barnes & Noble.
The Seller is: Hampton Crossing Associates
Midway Crossing, Elyria, OH
The Property consists of approximately 139,000 square feet of gross
leasable area on approximately 15 acres. At the time of the
acquisition the Property was 100% occupied.
The principal tenants are: Dunham's, TJ Maxx, and US Merchandise.
The Seller is: Midway Crossing Limited Partnership
Wallkill Plaza, Middletown, NY
The Property consists of approximately 203,000 square feet of gross
leasable area on approximately 24 acres. At the time of the
acquisition the Property was 86% occupied.
The principal tenants are: Shop-Rite, Bradlee's and Rite-Aid.
The Seller is: Dean Witter Realty Income Partnership II, L.P.
Bradlee's recently filed a petition for bankruptcy under Chapter 11 of
the United States Bankruptcy Code. The purchase contract for the
acquisition provides that if the Bradlee's lease is rejected in
bankruptcy, the aggregate purchase price for the acquisition will be
reduced by $1.2 million.
Westland Crossing, Westland, MI
The Property consists of approximately 135,000 square feet of gross
leasable area on approximately 20 acres. The Property is 90%
occupied.
The principal tenants are: Marshall's and Franks.
The Seller is: Dean Witter Realty Income Partnership III, L.P.
As a result of the acquisition of the Properties, the properties of
the Trust as to which there are no audited financial statements, now exceed
10% of the total assets of the Trust. Therefore, audited statements of
revenue and certain operating expenses for the year ended July 31, 1995 and
pro forma financial information reflecting the acquisition of the
Properties are included in this 8-K/A - Amendment No. 2.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(a) and (b) Financial Statements of Businesses Acquired and
Pro Forma Financial Information
1. Report of Eichler, Bergsman & Co., LLP, Independent
Certified Public Accountants, dated December 15, 1995.
2. Certain properties acquired - Historical summary of revenues
and certain operating expenses for the year ended July 31,
1995.
3. In addition, the following pro forma financial information
is provided to reflect all Properties acquired:
(i) New Plan Realty Trust and Subsidiaries - Information
Pursuant to Rule 3-14 of Regulation S-X.
(ii) New Plan Realty Trust and Subsidiaries - Pro forma
condensed consolidated financial statements
(unaudited):
(a) Pro forma condensed consolidated statements of
income for the year ended July 31, 1995 and the
three months ended October 31, 1995.
(b) Pro forma condensed consolidated balance sheet as
of October 31, 1995.
(c) Notes to pro forma condensed consolidated
financial statements.
c. Exhibits
Included herewith is Exhibit No. 23, the Consent of the
Independent Public Accountants.
<PAGE>
New Plan Realty Trust
1120 Avenue of the Americas
New York, NY 10036
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying Historical Summary of Revenues and Certain
Operating Expenses of Wallkill Plaza, Midway Crossing, Delta Center,
Fashion Corners, Westland Crossing, Farmington Crossroads, Hall Road
Crossing, and Hampton Village Centre (the "Properties") for the year ended
July 31, 1995. This Historical Summary is the responsibility of New Plan
Realty Trust's management. Our responsibility is to express an opinion on
this Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides
a reasonable basis for our opinion.
The Historical Summary has been prepared for the purpose of complying with
the rules and regulations of the Securities and Exchange Commission, and
its use for any other purpose may be inappropriate. Accordingly, as
described in the Note to the Historical Summary, the statement excludes
interest, depreciation, and general and administrative expenses for the
period examined, and is not intended to be a complete presentation of the
Properties' revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly,
in all material respects, the revenues and certain operating expenses
(exclusive of interest, depreciation and general and administrative
expenses) in conformity with generally accepted accounting principles.
Eichler, Bergsman & Co., LLP
New York, New York
December 15, 1995
<PAGE>
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED JULY 31, 1995
(In Thousands)
Rental Income $17,684
Repairs and maintenance $2,518
Real estate taxes 2,190
Other operating expenses 514
______
5,222
_______
Excess of revenues over
certain operating expenses $12,462
=======
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relates
to the operations of Wallkill Plaza, Midway Crossing, Delta Center, Fashion
Corners, Westland Crossing, Farmington Crossroads, Hall Road Crossing, and
Hampton Village Centre (the "Properties") while under ownership previous to
New Plan Realty Trust. All of the Properties are shopping centers.
The summary has been prepared on the accrual method of accounting.
Operating expenses include maintenance and repair expenses, utilities, real
estate taxes, insurance and certain other expenses. In accordance with the
regulations of the Securities and Exchange Commission, mortgage interest
expense, depreciation, and general and administrative costs have been
excluded from operating expenses, as they are dependent upon a particular
owner, purchase price or financial arrangement.
Minimum future rentals for the years ended July 31 under existing
commercial operating leases at the shopping centers being reported on are
approximately as follows (in thousands):
1996 - $11,949 1999 - $8,489
1997 - 10,244 2000 - 7,432
1998 - 9,136 thereafter - 45,185
The above 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 volumes, increases in Consumer Price Indices, common area
maintenance charges and real estate tax reimbursement.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
INFORMATION PURSUANT TO RULE 3-14 OF REGULATION S-X
Part I MANAGEMENT ASSESSMENT
Management's assessment of the Properties prior to acquisition
includes, but is not limited to, the quality of the tenant base, regional
demographics, the competitive environment, operating expenses and local
property taxes. In addition, the physical aspect of the Properties,
location, condition and quality of design and construction are evaluated.
Management also always conducts Phase I environmental tests. All factors,
when viewed in their entirety, have met management's acquisition criteria.
Management is not aware of any material factors relating to the acquisition
other than those discussed above.
Part II ESTIMATES OF TAXABLE OPERATING INCOME AND FUNDS GENERATED FROM
CERTAIN PROPERTIES ACQUIRED (UNAUDITED)
a. The following presents an estimate of taxable net income and funds
generated from the operation of the acquired Properties for the year
ended July 31, 1995 based on the Historical Summary of Revenues and
Certain Operating Expenses. These estimated results do not purport to
present expected results of operations for the Properties in the
future and were prepared on the basis described in the accompanying
notes which should be read in conjunction herewith.
Estimates of taxable operating income (In Thousands)
____________________
Operating income before depreciation expense $ 12,462
Less:
Estimated depreciation 2,340
________
Estimated taxable operating income $ 10,122
========
Estimates of funds generated:
____________________________
Estimated taxable operating income $ 10,122
Add: Estimated depreciation 2,340
________
Estimate of funds generated $ 12,462
========
____________________
b. Estimated taxable income for New Plan Realty Trust (including the
Properties) for the year ended July 31, 1995 is approximately the same
as Pro Forma net income and Revised Pro Forma net income reported on
the Pro Forma Condensed Statement of Income (Unaudited).
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO ESTIMATES OF NET INCOME AND FUNDS GENERATED FROM
CERTAIN PROPERTIES ACQUIRED
(UNAUDITED)
Basis of Presentation
1. Estimated depreciation was based upon an allocation of the
purchase price to land (20%) and building (80%) with the
depreciation being taken over a 40 year life using the straight
line method.
2. No income taxes have been provided because New Plan Realty Trust
is taxed as a real estate investment trust under the provisions
of the Internal revenue Code. Accordingly, the Trust does not
pay Federal income tax whenever income distributed to
shareholders is equal to at least 95% of real estate investment
trust taxable income and certain other conditions are met.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited pro forma condensed consolidated balance sheet
at October 31, 1995 reflects the acquisition of the Properties as if the
transaction had occurred on that date.
The pro forma condensed consolidated statements of income for the year
ended July 31, 1995 and the three months ended October 31, 1995 reflect the
acquisition of the Properties as if the transaction had occurred on August
1, 1994. This pro forma information is based on the historical statements
of the Trust after giving effect to the acquisition of the Properties.
The acquisition cost was financed by the assumption of a mortgage of
$21.5 million, the proceeds from a public offering of shares of beneficial
interest registered under a shelf registration statement and for which a
prospectus supplement has been filed, and cash on hand.
The unaudited pro forma condensed consolidated financial statements
have been prepared by New Plan Realty Trust management. The unaudited pro
forma condensed consolidated statement of income may not be indicative of
the results that would have actually occurred had the acquisition been made
on the date indicated. Also, it may not be indicative of the results that
may be achieved in the future. The unaudited pro forma condensed
consolidated financial statements should be read in conjunction with New
Plan Realty Trust's audited consolidated financial statements as of July
31, 1995 and for the year then ended and the accompanying notes (which are
contained in the Trust's Form 10-K for the year ended July 31, 1995) and
its unaudited consolidated financial statements as of October 31, 1995 and
for the three months then ended (which are contained in the Trust's Form
10-Q for the period ended October 31, 1995) and the accompanying notes.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1995
(In thousands except for per share amounts)
HISTORICAL PRO FORMA
AS REPORTED ACQUISITION(2) ADJUSTMENTS PRO FORMA
___________ ______________ ___________ _________
Rental Revenues $126,448 $17,684 $144,132
Interest And Dividends 4,128 (571) (3,4) 3,557
________________________________ ________
130,576 17,684 (571) 147,689
Operating Expenses 43,343 5,222 48,565
Depreciation Expense 15,055 2,340 (3,5) 17,395
Interest Expense 7,174 2,016 (3,4) 9,190
________________________________ ________
65,004 12,462 (4,927) 72,539
Other Deductions 2,516 2,516
Other Income 228 228
Net Income $62,716 12,462 (4,927) 70,251
================================ ========
Net Income Per Share $1.19 $1.23
Average Shares
Outstanding 52,894 4,060 56,954
See Accompanying Notes To Pro Forma Condensed Consolidated Financial
Statements (Unaudited)
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
THREE MONTHS ENDED OCTOBER 31, 1995
(In thousands except for per share amounts)
HISTORICAL PRO FORMA
AS REPORTED ACQUISITION(2) ADJUSTMENTS PRO FORMA
___________ ______________ ___________ _________
Rental Revenues $36,463 $4,421 $40,884
Interest And Dividends 1,332 (143) (3,4) 1,189
________________________________ ________
37,795 4,421 (143) 42,073
Operating Expenses 12,206 1,306 13,512
Depreciation Expense 4,523 585 (3,5) 5,108
Interest Expense 4,046 504 (3,4) 4,550
________________________________ ________
17,020 3,115 (1,232) 18,903
Other Deductions 747 747
Other Income 1 1
________________________________ ________
Net Income $16,274 3,115 (1,232) 18,157
================================ ========
Net Income Per Share $.31 $.32
Average Shares
Outstanding 53,320 4,060 57,380
See Accompanying Notes To Pro Forma Condensed Consolidated Financial
Statements (Unaudited)
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF OCTOBER 31, 1995
(In Thousands)
PRO FORMA
AS REPORTED ADJUSTMENTS(1) PRO FORMA
___________ ______________ _________
ASSETS:
REAL ESTATE $726,567 $117,000 $843,567
CASH, CASH EQUIVALENTS,
MARKETABLE SECURITIES AND
OTHER INVESTMENTS 31,751 (14,272) 17,479
OTHER 41,231 ________ 41,231
TOTAL ASSETS $799,549 $102,728 $902,277
======== ======== ========
LIABILITIES:
MORTGAGES PAYABLE $ 27,156 $ 21,500 $ 48,656
NOTES PAYABLE 179,389 179,389
OTHER LIABILITIES 20,560 ________ 20,560
227,105 21,500 248,605
SHAREHOLDERS' EQUITY 572,444 81,228 653,672
________ ________ ________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $799,549 $102,728 $902,277
======== ======== ========
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
1. Represents the acquisition of the Properties for cash to be obtained
from the issuance (the "Offering") by the Trust of 4,060,000 shares of
beneficial interest at a price of $20.00 per share, net of
offering costs (based on an offering price of $21.25 per share (the
closing price of the shares of beneficial interest on the New
York Stock Exchange on November 8, 1995)), pursuant to the Trust's
Shelf Registration Statement on Form S-3, as amended (Registration No.
33-61383), the assumption of existing debt in connection with the
purchase of two of the Properties, and cash on hand.
2. Amounts as reported have been adjusted by historical results.
3. Pro Forma Adjustments to the unaudited Pro Forma Condensed
Consolidated Statements of Income for the year ended July 31, 1995 and
the three months ended October 31, 1995 include adjustments to
interest income and interest and depreciation expense to reflect the
acquisition of the Properties as if they had been acquired on August
1, 1994. (See Notes 4 and 5.)
4. Pro Forma Adjustments to the unaudited Pro Forma Condensed
Consolidated Statements of Income for the year ended July 31, 1995 and
for the three months ended October 31, 1995 include interest expense
relating to the mortgages being used to finance a portion of the
purchase price and a reduction in interest income due to the use of
cash on hand. The interest rate used for calculating the interest
expense was 9.375%, representing the interest rate on the mortgages.
The interest rate used for calculating the reduction in interest
income was 4%, representing the average rate of interest earned on the
Trust's cash balances.
5. Estimated depreciation was based upon an allocation of the purchase
price to land (20%) and building (80%) with the depreciation being
taken over a 40 year life using the straight line method.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
______________ ___________ ____
23 Consent of Independent Accountants
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of New Plan Realty Trust on Forms S-3 (File Nos. 33-58596, 33-
61383 and 33-60315) and on Forms S-8 (33-57946 and 33-59077) of our report
dated December 15, 1995, on our audit of the Historical Summary of Revenues
and Certain Operating Expenses of certain properties acquired by New Plan
Realty Trust (the "Trust") for the year ended July 31, 1995, which is
included in this Form 8-K/A - Amendment No. 2 of the Trust dated December
22, 1995.
EICHLER, BERGSMAN & CO., LLP
New York, New York
December 22, 1995
