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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, 1995 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. /x/
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $894,889,000 based on the closing price
on the New York Stock Exchange for such stock on September 22, 1995.
The number of shares of the Registrant's Shares of Beneficial Interest
outstanding was 53,267,565 as of September 22, 1995.
Documents Incorporated By Reference
Portions of the 1995 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 13, 1995 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 . . . . . . . . . . . . . . . . . . . . . . 14
4. Submission of Matters to a Vote of Security Holders . . . . . 14
PART II
5. Market for the Registrant's Common Equity and Related
Shareholder Matters . . . . . . . . . . . . . . . . . . . . 15
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . 17
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . 18
8. Financial Statements and Supplementary Data . . . . . . . . . 20
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . . 20
PART III
10. Trustees and Executive Officers of the Trust. . . . . . . . . 21
11. Executive Compensation. . . . . . . . . . . . . . . . . . . . 22
12. Security Ownership of Certain Beneficial Owners and
Management. . . . . . . . . . . . . . . . . . . . . . . . . 22
13. Certain Relationships and Related Transactions. . . . . . . . 22
PART IV
14. Exhibits, Consolidated Financial Statements, Consolidated
Financial Statement Schedules, and Reports on Form 8-K. . . 23
<PAGE>
PART I
Item 1. 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 22, 1995, the Trust owned fee, mortgage or leasehold
interests in 109 shopping centers containing an aggregate of
approximately 14,601,000 gross rentable square feet, five factory outlet
centers containing approximately 1,559,000 gross rentable square feet and
25 rental apartment complexes containing 5,341 units, located in 21
states. The average occupancy rate at July 31, 1995 for the shopping
centers, factory outlet centers and apartments were approximately 89%,
93% and 96%, 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 regularly
reviews its portfolio and from time to time considers the sale of certain
of its 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, 1995, consisted of approximately $27.3 million of mortgages
bearing interest at rates ranging from 7.2% to 11.625% and having a
weighted average interest rate of 9.9%, and $179.4 million of two series
of unsecured Senior Notes, net of unamortized discount, having interest
rates of 7.75% and 6.8%, respectively. The Trust's short-term debt
consists of normal trade payables and the current portion of mortgages
payable. As of July 31, 1995 the Trust had no amounts outstanding under
its $100 million line of credit with the Bank of New York, Corestates
Bank N.A. and Fleet National Bank.
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 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 1994-1995 Fiscal Year
In the fiscal year ended July 31, 1995, the Trust acquired 12
shopping centers containing an aggregate of approximately $1.84 million
gross rentable square feet and five apartment complexes containing 1,357
units. The newly acquired properties are located in Alabama, Georgia,
Indiana, Kentucky, Maryland, Michigan, Missouri, New Jersey, Ohio and
Pennsylvania. The aggregate purchase price for all of the properties,
including outstanding mortgages payable, was approximately $116 million.
Subsequent to July 31, 1995 the Trust purchased two shopping centers
containing an aggregate of 395,000 gross rentable square feet and an
apartment complex containing 208 units. The newly acquired properties
are located in Illinois, Pennsylvania and South Carolina. The aggregate
purchase price for the properties was approximately $25.2 million. In
addition, the Trust entered into a contract to sell for approximately
$3.3 million, subject to purchaser's due diligence review, a shopping
center in Kentucky which had, at July 31, 1995, a book value of
approximately $2.3 million.
During the fiscal year ended July 31, 1995, the Trust completed two
issues of unsecured Senior Notes. In April and June 1995, the Trust
issued $100 million of face amount ten year 7.75% notes and $81 million
face amount of seven year 6.8% notes, respectively. Both series of notes
were issued at a discount. The net proceeds to the Trust after
discounts, issuing costs and underwriting commissions were approximately
$178.4 million and are being used to continue the Trust's acquisition
program.
Gross revenues, net income and funds from operations of the Trust
for the fiscal year ended July 31, 1995 were the largest in the Trust's
history. Funds from operations, defined as net income plus depreciation
and amortization of real estate less gains from asset sales, was
approximately $77.5 million ($1.47 per share).
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.
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 7, 1995, the Trust employed approximately 390
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, 1995 (including
acquisitions through September 22, 1995) are set forth on the Summary of
Properties Schedule on the pages immediately following.
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1995
(Includes acquisitions through September 22, 1995)
Description Number Average
|-----------------------| Type of of Percent Rental/ Mortgage
Property Sq. Ft. Units Acres Interest Tenants Rented Sq. Ft. Payable
________ ______ _____ _____ ________ _______ ______ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Apartments
- - - ---------------------
BRECKENRIDGE APARTMENTS 120 7 Fee 119 99
BIRMINGHAMAL
DEVONSHIRE PLACE 284 16 Fee 278 98
BIRMINGHAM AL
COURTS AT WILDWOOD 220 22 Fee 220 100
BIRMINGHAM AL
CLUB APARTMENTS, THE 299 23 Fee 277 93 $6,212,016
BIRMINGHAM AL
RODNEY APARTMENTS 207 11 Fee 203 98
DOVER DE
MAYFAIR APARTMENTS 96 7 Fee 95 99
DOVER DE
LAKE PARK APARTMENTS 227 10 Fee 220 97
LAKE PARK FL
JAMESTOWN APARTMENTS 125 8 Fee 123 98
LEXINGTON KY
SADDLEBROOK APARTMENTS 455 20 Fee 439 96
LEXINGTON KY
POPLAR LEVEL APARTMENTS 88 3 Fee 86 98
LOUISVILLE KY
LA FONTENAY APARTMENTS 248 17 Fee 238 96
LOUISVILLE KY
CHARLESTOWN @ DOUGLASS HILLS 244 17 Fee 234 96
LOUISVILLE KY
DEERHORN VILLAGE APARTMENTS 309 36 Fee 304 98
KANSAS CITY MO
MEADOW EAST APARTMENTS 100 15 Fee 97 97
POTSDAM NY
MOHAWK GARDEN APARTMENTS 209 12 Fee 174 83
ROME NY
ARLINGTON VILLAGE APARTMENTS 164 10 Fee 159 97
FAIRBORN OH
CHESTERFIELD APARTMENTS 104 9 Fee 103 99
MAUMEE OH
GOVERNOUR'S PLACE APARTMENTS 130 9 Fee 129 99
HARRISBURG PA
HARBOUR LANDING APARTMENTS 208 15 Fee (1) 186 89
COLUMBIA SC
SEDGEFIELD APARTMENTS 280 19 Fee 275 98
FLORENCE SC
HICKORY LAKE APARTMENTS 322 26 Fee 318 99
ANTIOCH TN
ASHFORD PLACE APARTMENTS 268 16 Fee 252 94
CLARKSVILLE TN
THE PINES APARTMENTS 224 11 Fee 205 92
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 170 11 Fee 166 98
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 240 11 Fee 231 96
CLARKSVILLE TN
Development
- - - ---------------------
SIX FLAGS FACTORY OUTLET CENTER 55 Fee
JACKSON TOWNSHIP NJ
Factory Outlets
- - - ---------------------
BARSTOW FACTORY OUTLET 333,000 49 Fee 89 97 20.38 10,448,808
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 335,000 32 Fee 96 98 18.61 100,879
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 316,000 39 Leasehold 91 95 16.75
BRANSON MO
OSAGE FACTORY OUTLET VILLAGE 399,000 147 Fee 111 99 17.89
OSAGE BEACH MO
FT CHISWELL FACTORY OUTLET 176,000 55 Fee 31 63 5.33
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 First
Mortgage
Office Building
- - - ---------------------
INSTITUTE FOR DEFENSE ANALYSES 51,000 8 Leasehold (C) 1 100 4.85
PRINCETON NJ
CLOVERDALE VILLAGE 59,000 6 Fee 6 100 7.13 2,370,199
FLORENCE AL
RODNEY VILLAGE 216,000 15 Fee 21 67 4.57
DOVER DE
DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 1 100 1.41
DOVER DE
ALBANY PLAZA 114,000 7 Fee 11 94 5.61
ALBANY GA
SOUTHGATE PLAZA - ALBANY 60,000 5 Fee 8 92 3.99
ALBANY GA
PERLIS PLAZA 166,000 20 Fee 27 93 4.74
AMERICUS GA
EASTGATE PLAZA - AMERICUS 44,000 4 Fee 7 100 4.34
AMERICUS GA
ROGERS PLAZA 50,000 5 Fee 5 66 2.48
ASHBURN GA
SWEETWATER VILLAGE 66,000 7 Fee 11 95 9.67 3,015,769
AUSTELL GA
CEDARTOWN SHOPPING CENTER 107,000 14 Fee 11 98 4.84
CEDARTOWN GA
CEDAR PLAZA 83,000 9 Fee 9 76 6.35
CEDARTOWN GA
CORDELE SQUARE 131,000 11 Fee 14 92 4.04
CORDELE GA
PLAZA - CORDELE 39,000 3 Fee 4 57 2.56
CORDELE GA
MR B'S 14,000 1 Fee 6 62 3.59
CORDELE GA
HABERSHAM VILLAGE 147,000 18 Fee 6 92 4.57 4,547,339
CORNELIA GA
WESTGATE - DUBLIN 191,000 35 Fee 20 80 3.89
DUBLIN GA
VICTORY SQUARE 165,000 35 Fee 19 95 6.05
SAVANAH GA
TIFT-TOWN 61,000 4 Fee 8 53 3.00
TIFTON GA
WESTGATE - TIFTON 16,000 2 Fee 4 86 5.68
TIFTON GA
Shopping Centers
- - - ---------------------
HAYMARKET SQUARE 267,000 28 Fee 23 100 6.32
DES MOINES IA
HAYMARKET MALL 234,000 22 Fee 12 91 4.76
DES MOINES IA
TINLEY PARK PLAZA 283,000 21 Fee (1) 26 94
TINLEY PARK IL
COLUMBUS CENTER 271,000 24 Fee 23 92 3.84
COLUMBUS IN
JASPER MANOR 194,000 26 Fee 11 97 5.39
JASPER IN
TOWN FAIR SHOPPING CENTER 114,000 16 Fee 6 98 5.22
PRINCETON IN
WABASH CROSSING 167,000 18 Fee 10 98 6.48
WABASH IN
JACKSON VILLAGE 145,000 48 Fee 10 64 3.48
JACKSON KY
J*TOWN CENTER 187,000 17 Fee 24 100 5.65
JEFFERSONTOWN KY
CHINOE VILLAGE 106,000 10 Fee 22 62 4.61
LEXINGTON KY
NEW LOUISA PLAZA 111,000 20 Fee 12 93 3.83
LOUISA KY
PICCADILLY SQUARE 96,000 13 Fee 12 74 3.82
LOUISVILLE KY
EASTGATE SHOPPING CENTER 145,000 18 Fee 27 96 10.18
MIDDLETOWN KY
LIBERTY PLAZA 215,000 26 Fee 30 96 8.39
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 110,000 16 Fee 0 0 .32
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 281,000 32 Fee 17 88 5.28
ANN ARBOR MI
WASHTENAW FOUNTAIN PLAZA 136,000 12 Fee 7 92 9.85
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 80,000 10 Fee 1 100 1.30
GOLDSBORO NC
SHOPPING CENTER - GREENVILLE 4,000 17 Fee 1 100 8.12
GREENVILLE NC
SHOPPING CENTER - LUMBERTON 107,000 17 Fee 1 4 .14
LUMBERTON NC
SHOPPING CENTER - NEW BERN 99,000 17 Fee 0 0 0.00
NEW BERN NC
SHOPPING CENTER - WILSON 105,000 17 Fee 1 76 .34
WILSON NC
LAUREL SQUARE 243,000 35 Fee 26 97 9.12
BRICKTOWN NJ
HAMILTON PLAZA 149,000 18 Fee 7 97 5.92
HAMILTON NJ
BENNETTS MILLS PLAZA 102,000 13 Fee 26 99 13.38
JACKSON NJ
MIDDLETOWN PLAZA 123,000 19 Fee 21 79 9.48
MIDDLETOWN NJ
UNIVERSITY MALL 78,000 25 Fee 7 89 4.38
CANTON NY
CORTLANDVILLE 100,000 13 Fee 3 100 3.36
CORTLAND NY
KMART PLAZA 116,000 11 Fee 4 100 6.40
DEWITT NY
D & F PLAZA 192,000 30 Fee 18 53 4.10
DUNKIRK NY
SHOPPING CENTER - ELMIRA 54,000 5 Fee 1 100 2.22
ELMIRA NY
PYRAMID MALL 233,000 37 Fee 7 82 6.55
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 45,000 4 Fee 1 100 3.23
GLOVERSVILLE NY
MCKINLEY PLAZA 93,000 20 Fee 12 100 10.86
HAMBURG NY
CAYUGA PLAZA 207,000 22 Fee 12 97 6.10
ITHACA NY
SHOPS @ SENECA MALL 238,000 30 Fee 12 74 6.00
LIVERPOOL NY
TRANSIT ROAD PLAZA 138,000 15 Fee 4 100 3.58
LOCKPORT NY
SHOPPING CENTER - MARCY 123,000 21 Fee 1 100 .76
MARCY NY
ROCKLAND PLAZA 260,000 28 Fee 38 99 18.08
NANUET NY
SOUTH PLAZA 144,000 36 Fee 12 92 4.48
NORWICH NY
WESTGATE PLAZA - ONEONTA 72,000 11 Fee 4 100 5.89
ONEONTA NY
OSWEGO PLAZA 131,000 20 Fee 14 81 4.13
OSWEGO NY
MOHAWK ACRES 108,000 13 Fee 18 66 7.58
ROME NY
MONTGOMERY WARD 84,000 7 Fee 1 100 2.22
ROME NY
PRICE CHOPPER PLAZA 78,000 6 Fee 3 100 7.99
ROME NY
WESTGATE MANOR PLAZA - ROME 66,000 15 Fee 10 61 5.67
ROME NY
NORTHLAND 123,000 23 Fee 11 91 4.94
WATERTOWN NY
HARBOR PLAZA 52,000 7 Fee 6 78 7.21
ASHTABULA OH
BELPRE PLAZA 89,000 8 Leasehold 10 52 3.50
BELPRE OH
SOUTHWOOD PLAZA 83,000 44 Fee 10 85 4.58
BOWLING GREEN OH
BRENTWOOD PLAZA 237,000 20 Fee 27 92 6.45
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 139,000 13 Fee 16 99 7.30
CINCINNATI OH
SOUTH TOWNE CENTRE 309,000 29 Fee 30 99 6.89
DAYTON OH
HERITAGE SQUARE 232,000 29 Fee 19 91 5.24
DOVER OH
FAIRFIELD MALL 74,000 9 Fee 5 90 5.93
FAIRFIELD OH
SILVER BRIDGE PLAZA 146,000 20 Fee 16 96 4.15
GALLIPOLIS OH
SHOPPING CENTER - GENOA 17,000 2 Fee 4 93 7.57 600,375
GENOA OH
PARKWAY PLAZA 141,000 12 Fee 15 78 2.83
OH
NEW BOSTON SHOPPING CENTER 234,000 22 Fee 15 99 6.06
NEW BOSTON OH
MARKET PLACE 169,000 18 Fee 13 92 4.45
PIQUA OH
CENTRAL AVE MARKET PLACE 157,000 18 Fee 5 100 3.26
TOLEDO OH
SHOPPING CENTER - ANNVILLE 83,000 15 Fee 1 100 1.64
ANNVILLE PA
SHOPPING CENTER - HANOVER 87,000 12 Fee 3 21 1.36
HANOVER PA
STONEMILL PLAZA 95,000 21 Fee 23 100 11.76
LANCASTER PA
CROSSROADS PLAZA 105,000 14 Fee 12 94 4.38
MT. PLEASANT PA
JOHN WANAMAKER 313,000 Fee (B,D) 1 100 .71
PHILADELPHIA PA
ROOSEVELT MALL NE 250,000 36 Leasehold (A) 63 92 25.08
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 112,000 9 Fee (1) 17 96
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 36,000 Fee (D) 10 87 23.40
PHILADELPHIA PA
ST MARY'S PLAZA 108,000 11 Fee 15 96 6.13
ST MARY'S PA
NORTHLAND CENTER 94,000 15 Fee & 17 88 9.70
STATE COLLEGE PA Leasehold
SHOPS AT PROSPECT 63,000 9 Fee 7 93 7.08
WEST HEMPFIELD PA
YORK MARKETPLACE 253,000 34 Fee and 17 100 8.16
YORK PA Leasehold
CONGRESS CROSSING 172,000 39 Fee 21 98 6.67
ATHENS TN
GREENEVILLE COMMONS 223,000 26 Fee 25 99 6.36
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 159,000 18 Leasehold 16 97 3.69
KINGSPORT TN
GEORGETOWN SQUARE 104,000 11 Fee 24 96 8.82
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 1.38
HARRISONBURG VA
HANOVER SQUARE SHOPPING CENTER 130,000 14 Fee 24 95 10.62
MECHANICSVILLE VA
VICTORIAN SQUARE 271,000 34 Fee 30 98 7.71
MIDLOTHIAN VA
SHOPPING CENTER - SPOTSYLVANIA 87,000 8 Fee 1 100 2.05
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 177,000 30 Fee 16 97 6.48
WISE VA
MOUNDSVILLE PLAZA 170,000 29 Fee 14 68 4.89
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 75,000 7 Leasehold 7 100 7.85
PARKERSBURG WV
KMART PLAZA 102,000 14 Fee 11 99 4.92
VIENNA WV _____________
Total Mortgages Payable
on Trust Properties $ 27,295,385
=============
_______________________
NOTES:
(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.
(D) The acreage of this shopping center has been included in the acreage of the Roosevelt Mall NE shopping center.
(1) Property purchased after July 31, 1995.
<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 26.38 21.50 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
1995
First Quarter 22.25 19.75 .335
Second Quarter 21.00 18.75 .3375
Third Quarter 21.75 20.25 .34
Fourth Quarter 22.63 20.88 .3425
_____
TOTAL 1.355
(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 12, 1995 was 12,500.
(c) Dividends
The Trust made distributions to shareholders aggregating $1.355 per
share during the fiscal year ended July 31, 1995. Of this distribution,
it is estimated that $1.185 will qualify as ordinary income, $.004 will
qualify as capital gain distribution and $.166 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 64 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 factor in the determination of the amounts of
distributions is the requirement 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 (the
"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 67% of the Trust's shareholders of record 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>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Year Ended July 31,
__________________
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenue $ 130,576,129 $ 100,954,515 $ 76,308,770 $ 64,692,214 $ 57,382,815
Operating
expenses 65,572,225 46,913,963 31,400,256 22,740,759 20,272,866
------------ ------------ ----------- ---------- -----------
65,003,904 54,040,552 44,908,514 41,951,455 37,109,949
Gains on sales
of properties and
securities, net 227,638 989,867 939,878 10,063,729 4,789,498
---------- ------------ ---------- ---------- ----------
65,231,542 55,030,419 45,848,392 52,015,184 41,899,447
Other
deductions 2,515,669 2,713,163 2,619,754 2,569,531 2,021,446
--------- ---------- --------- --------- ---------
Net income $ 62,715,873 $ 52,317,256 $ 43,228,638 $ 49,445,653 $ 39,878,001
============= ============= ============ ============ ============
Total assets $ 796,636,475 $ 616,992,574 $534,247,738 $530,827,411 $461,912,655
------------- ------------- ------------ ------------ ------------
Long term
obligations $ 206,652,468 $ 28,060,067 $ 23,321,235 $ 17,830,701 $ 18,867,701
------------- ------------- ------------ ------------ ------------
Net income
per share $ 1.19 $ 1.06 $ .89 $ 1.08 $ 1.05
------------- ------------- ------------ ------------ ------------
Distributions
per share $ 1.355 $ 1.315 $ 1.275 $ 1.21 $ 1.13
------------- ------------- ------------ ------------ ------------
Funds from
operations
per share1 $ 1.47 $ 1.27 $ 1.02 $ .97 $ 1.03
------------- ------------- ------------ ------------ ------------
_____________________________
1 Calculation includes net income plus depreciation and amortization of real estate less gains from sales of securities and
properties.
<TABLE/>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(a) Liquidity and Capital Resources
At July 31, 1995, the Trust had approximately $51.9 million in
available cash and cash equivalents, $6.0 million in marketable securities
and $22.9 million in mortgages receivable. These assets, which total $80.8
million, increased $48.5 million from the level of a year ago because of
the issuance in April and June 1995 of ten and seven year unsecured Senior
Notes, respectively, whose combined face amount is $181 million and whose
proceeds have not yet been fully committed to property acquisitions.
During the year, the Trust's unsecured revolving credit facility was
increased to $100 million.
Gross revenues, net income and funds from operations were the largest
in the Trust's history.
Debt at July 31, 1995 consisted of approximately $27.3 million of
mortgages payable, with a weighted average cost of 9.9%, and $179.4 million
of ten and seven year unsecured Senior Notes, net of unamortized discount.
The ten year notes, issued in April 1995, have a coupon rate of 7.75% and
an effective yield of 7.95%. The seven year notes, issued in June 1995,
have a coupon rate of 6.8% and an effective yield of 6.87%. Net proceeds
to the Trust after discount, issuing costs and underwriting fees were
approximately $178.4 million. The decrease in mortgages payable was the
net result of the assumption of mortgages in connection with the
acquisition of three properties and the repayment of certain high interest
mortgages. The increase in other liabilities is due to increases in real
estate and other taxes payable and interest payable which were partially
offset by the decrease in construction costs payable. These increases are
due to a larger property portfolio and the issuance of the unsecured Senior
Notes. Short-term debt consists of the current portions of mortgages
payable and normal trade payables.
Over the past three fiscal years, $38.8 million of funds were provided
from the Dividend Reinvestment and Share Purchase Plan. During fiscal
1995, the Trust made distributions of $71.6 million to shareholders, paid
$104.3 million to acquire 17 properties and invested $32 million in
expansions and improvements 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
$27.3 million. Accordingly, management believes that substantial potential
exists for additional mortgage financing as well as unsecured borrowing
capacity from public debt financing and from banks and other lenders.
(b) Results of Operations
Fiscal Year Ended July 31, 1995 Compared to Fiscal Year Ended July 31,
1994
In fiscal 1995, total revenues increased $29.6 million to $130.6
million. Rental income and related revenues increased $30 million to
$126.4 million. The rental revenue increase came primarily from properties
in the portfolio which were acquired in fiscal 1995 or were owned for less
than a full year in fiscal 1994. In addition, revenue from all property
types owned prior to fiscal 1994 contributed to the rental revenue
increase.
Interest and dividend income declined $.4 million because of lower
investment balances. Balances were lower because of the use of funds for
property acquisitions and expansions.
Operating expenses increased $18.7 million to $65.6 million.
Operating costs, real estate taxes and depreciation and amortization
increased primarily because of property acquisitions. Interest expense
increased because of the issuance of $181 million face amount of Senior
Notes. The decrease in the provision for doubtful accounts was mostly due
to higher recoveries in fiscal 1995. In fiscal 1995 the Trust had bad debt
recoveries of $501,000 versus $261,000 in 1994.
Administrative expenses as a percentage of revenue decreased to 1.9%
from 2.67%. This was due primarily to increased revenue from newly
acquired properties as these costs do not vary in proportion to revenue.
Income before gains on sales of properties and securities increased
$11.2 million to $62.5 million. During the year, a very small shopping
center in Millersberg, Ohio and an outparcel at the New Bern, North
Carolina shopping center were sold. Net income increased $10.4 million to
$62.7 million and earnings per share increased to $1.19 from $1.06.
Funds from operations, defined as net income plus depreciation and
amortization of real estate less gains from the sale of assets, increased
$14.9 million to $77.5 million, and funds from operations per share
increased to $1.47 from $1.27. Funds from operations does not represent
cash generated from operating activities in accordance with generally
accepted accounting principles and should not be considered as an
alternative to net income as an indicator of the Trust's operating
performance or as an alternative to cash flow as a measure of liquidity.
During fiscal 1995 dividends declared and paid were $1.355 per share,
a $.04 per share increase over the preceding fiscal year.
Fiscal Year Ended July 31, 1994 Compared to Fiscal Year Ended July 31,
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 fiscal 1993
which did not recur in fiscal 1994. In fiscal 1993 the Trust had bad debt
recoveries of $651,000 versus $261,000 in fiscal 1994.
Administrative expenses increased due to higher personnel and travel
costs associated with the Trust's larger property portfolio.
Income before gains on sales of properties and securities increased $9
million to $51.3 million. During the year, a substantial portion 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.
Fiscal Year Ended July 31, 1993 Compared to Fiscal Year Ended July 31,
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 fiscal 1993 or fiscal 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 fiscal 1992 that did not recur
in fiscal 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 fiscal 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 fiscal 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 $.065 per share increase over the preceding fiscal
year.
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 69 Chairman of the Board and Chief Executive
Chairman of the Board Officer of the Trust since its
of Trustees and Chief organization in 1972, President of the
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 65 President and Chief Officer and Trustee of
President, Chief the Trust since August 1, 1988; President
Operating Officer of Dover Management Corp. (which managed
and Trustee the Trust's properties) from 1972 to 1988;
Senior Vice President of the Trust's
predecessor from 1962 to 1972.
James M. Steuterman 39 Executive Vice President since October
Executive Vice President 1994; Trustee since 1990; Senior Vice
and Trustee President from 1990 to 1994; Vice President
from 1988 to 1990.
Dean Bernstein 37 Vice President - Administration and
Vice President - Finance since October 1994; Vice
Administration and President and Trustee since 1992;
Finance and Trustee Assistant Vice President from 1991 to 1992;
previously a Vice President in the Real
Estate Group at Chemical Bank for three
years.
William Kirshenbaum 59 Vice President of the Trust since 1981;
Vice President, Treasurer Treasurer since 1983.
Leonard N. Cancell 62 Senior Vice President of the Trust since
Senior Vice President- August 1, 1988; Senior Vice President of
Operation Dover Management from 1972 to 1988;
employee of the Trust's predecessor from
1964 to 1972.
Michael I. Brown 53 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 35 General Counsel and Secretary of the Trust
General Counsel Secretary since October 1991; formerly an associate
in the law firm in Miro, Miro & Weiner for
six years.
Joseph Bosco 46 Vice President of the Trust since 1993; Vice
President - Apartmentemployee of the Trust since 1983.
Operations
<PAGE>
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 August 8, 1994, Form 8-K/A Amendment No. 1
dated October 6, 1994 and Form 8-K/A Amendment No. 2 dated
March 23, 1995. These reports contained items 2 and 7.
2. Form 8-K/A Amendment No. 1 dated September 1, 1994 and Form
8-K/A Amendment No. 2 dated March 23, 1995 amending Form 8-K
dated July 14, 1994. These reports contained item 7.
3. Form 8-K dated March 28, 1995. This report contained items
5 and 7.
4. Form 8-K dated May 30, 1995 and Form 8-K/A Amendment No. 1
dated May 31, 1995. These reports contained items 2 and 7.
5. Form 8-K dated June 19, 1995. This report contained items 5
and 7.
6. Form 8-K dated July 25, 1995. 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) and filed as
Exhibit 3.1(d) to Registration Statement No. 2-45633.
*3.2 Amendment #5 dated December 12, 1972 to Declaration of Trust
and 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 No. 2-69682.
*9.3 Debenture Purchase Agreement and Amendment filed as Exhibit
9.4 to Registration Statement No. 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. filed as
Exhibit 9.5 to the Registrant's Form 10-K for the fiscal
year ended July 31, 1994.
9.6 Termination of Purchase Agreement dated December 17, 1981
between New Plan Realty Trust and Merchant Navy Officers
Pension Fund Trustees Limited.
*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 filed as Exhibit
10.2 to the Registrant's Form 10-K for the fiscal year ended
July 31, 1994.
*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
filed as Exhibit 10.3 to the Registrant's
Form 10-K for the fiscal year ended July 31, 1994.
10.4 Extension request and Consent by and among New Plan Realty
Trust, the Lenders party to the Revolving Credit Agreement
and The Bank of New York, as agent, dated as of December 1,
1994.
10.5 Amendment No. 2 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 July 20, 1995.
*10.6 Senior Securities Indenture between New Plan Realty Trust
and The First National Bank of Boston, as Trustee, dated as
of March 29, 1995 filed as Exhibit 4.2 to Registration
Statement No. 33-60045.
10.7 7.75% Senior Note Due April 6, 2005.
10.8 6.8% Senior Note Due May 15, 2002.
11 Statement of Computation of Earnings Per Share for the
Twelve Months Ended July 31, 1995.
21 Subsidiaries of the Registrant.
23 Consent 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 6, 1995
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 6, 1995
__________________ and Trustee
William Newman
/s/ Arnold Laubich President, Chief Operating October 6, 1995
__________________ Officer and Trustee
Arnold Laubich
/s/ Michael I. Brown Chief Financial Officer and October 6, 1995
____________________ Chief Accounting Officer,
Controller
/s/ James M. Steuterman Executive Vice President October 6, 1995
_______________________ and Trustee
James M. Steuterman
/s/ Dean Bernstein Vice President - October 6, 1995
__________________ Administration
Dean Bernstein
/s/ Melvin Newman Trustee October 6, 1995
__________________
Melvin Newman
__________________ Trustee October 6, 1995
Norman Gold
__________________ Trustee October 6, 1995
Raymond H. Bottorf
__________________ Trustee October 6, 1995
John Wetzler
__________________ Trustee October 6, 1995
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, 1995
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, 1995 and 1994 . . . . . . . .F-3
Consolidated Statements of Income for the years
ended July 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . .F-5
Consolidated Statements of Changes in Shareholders' Equity
for the years ended July 31, 1995, 1994 and 1993 . . . . . . . . . . .F-6
Consolidated Statements of Cash Flows for the years
ended July 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . .F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . .F-9
The following financial statement information and schedules of the
Registrant
are included in Item 14(d):
Schedules
II - Valuation and Qualifying Accounts. . . . . . . . . . . . . . F-17
III - Real Estate and Accumulated Depreciation . . . . . . . . . . F-18
IV - Mortgage Loans on Real Estate. . . . . . . . . . . . . . . . F-27
All other schedules for which provision is made in the applicable
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, 1995 and
1994, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended July 31, 1995 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 15, 1995, except for Note P,
as to which the date is September 22, 1995
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1995 AND 1994
1995 1994
____________ _____________
ASSETS:
Real estate, at cost (Notes A and E)
Land $ 135,100,768 $ 111,670,790
Buildings and improvements 629,979,689 509,671,528
----------- -----------
765,080,457 621,342,318
Less accumulated depreciation and
amortization 64,006,509 49,101,916
----------- -----------
701,073,948 572,240,402
Cash and cash equivalents (Note A) 51,888,807 3,115,982
Marketable securities (Note C) 6,050,867 6,292,596
Mortgages and notes receivable (Note B) 22,873,504 22,909,676
Receivables
Trade and notes, net of allowance for
doubtful accounts (1995 - $2,922,500;
1994 - $2,331,500) (Note A) 6,864,474 6,289,709
Other (Note D) 1,121,878 1,628,367
Prepaid expenses and deferred charges 5,055,942 2,428,510
Other assets 1,707,055 2,087,332
____________ ____________
TOTAL ASSETS $796,636,475 $616,992,574
============ ============
See notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1995 AND 1994
1995 1994
____________ ____________
LIABILITIES:
Mortgages payable (Note E) $ 27,295,385 $28,060,067
Note Payable (Note E) - 7,500,000
Senior Notes, net of unamortized discount 179,357,083
of $1,642,917 (Note F)
Other liabilities (Note G) 16,744,870 13,665,494
Tenants' security deposits 2,709,666 2,274,229
___________ ___________
TOTAL LIABILITIES 226,107,004 51,499,790
___________ ___________
COMMITMENTS AND CONTINGENCIES
(Notes H,I,J,O and P) - -
SHAREHOLDERS' EQUITY
Preferred shares, par value $1.00,
authorized 1,000,000 shares;
none issued - -
Shares of beneficial interest
without par value, unlimited
authorization; issued and outstanding
(1995 - 53,262,565; 1994 - 52,594,161)
(Note I) 622,561,531 609,067,613
Less loans receivable for the purchase of
shares of beneficial interest (Note I) 3,369,558 3,630,421
Add unrealized gain on securities reported
at fair value (Note C) 182,460 -
___________ ___________
619,374,433 605,437,192
Less distributions in excess of
net income 48,844,962 39,944,408
___________ ___________
TOTAL SHAREHOLDERS' EQUITY 570,529,471 565,492,784
___________ ___________
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $796,636,475 $616,992,574
============ ===========
See notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
1995 1994 1993
__________ _________ __________
Revenues:
Rental income and related
Revenues (Notes A and K) $126,447,966 $96,384,232 $65,307,505
Interest and dividend income
(Notes B and C) 4,128,163 4,570,283 11,001,265
___________ ___________ __________
130,576,129 100,954,515 76,308,770
___________ ___________ __________
Operating Expenses:
Operating costs 29,960,955 21,982,525 14,325,052
Leasehold rent (Note J) 614,084 588,174 437,257
Real estate and other taxes 11,809,539 9,560,719 7,048,905
Interest expense 7,174,028 2,288,633 1,386,151
Depreciation and amortization 15,055,225 11,342,009 7,574,387
Provision for doubtful accounts 958,394 1,151,903 628,504
___________ ___________ ___________
Total operating expenses 65,572,225 46,913,963 31,400,256
65,003,904 54,040,552 44,908,514
Other Expenses:
Administrative expenses 2,515,669 2,713,163 2,619,754
___________ ___________ ___________
Income Before Gain on
Sale of Properties
and Securities: 62,488,235 51,327,389 42,288,760
Gain on sale of properties 227,638 459,792 -
Gain on sale of securities, net - 530,075 939,878
___________ __________ ___________
227,638 989,867 939,878
___________ __________ ___________
Net Income $62,715,873 $52,317,256 $43,228,638
=========== ========== ===========
Net Income Per Share (Note A) $1.19 $1.06 $.89
=========== ========== ===========
Cash Distribution Per Share $1.355 $1.315 $1.275
=========== ========== ===========
See notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(NOTE I)
1995 1994 1993
___________ ________ __________
Number of Shares of
Beneficial Interest
Balance at beginning of
each year 52,594,161 48,956,564 48,384,568
Sales of shares under
Dividend Reinvestment Plan 667,204 610,437 508,356
Stock options exercised 1,200 27,160 63,640
Issuance of shares pursuant to
public offering - 3,000,000
------------ ------------ ------------
Balance at end of year 53,262,565 52,594,161 48,956,564
============ ============ ============
Shares of Beneficial Interest
Balance at beginning
of each year $609,067,613 $530,900,723 $518,235,101
Sales of shares under
Dividend Reinvestment Plan 13,472,493 13,551,244 11,742,180
Stock options exercised 21,425 500,646 923,442
Issuance of shares pursuant to
public offering - 64,115,000 -
------------ ------------ ------------
Balance at end of each year 622,561,531 609,067,613 530,900,723
Loans Receivable for the Purchase
of Shares of Beneficial Interest
Balance at beginning of
each year (3,630,421) (2,761,098) (3,061,106)
Repayment of loans for the
purchase of shares 260,863 288,522 619,321
Loans receivable for the
purchase of shares - (1,157,845) 319,313
------------ ------------ ------------
Balance at end of each year (3,369,558) (3,630,421) (2,761,098)
Distributions in Excess of Net Income
Balance at beginning of
each year (39,944,408) (27,568,697) (8,834,791)
Net Income 62,715,873 52,317,256 43,228,638
Dividends Paid (71,616,427) (64,692,967) (61,962,544)
------------ ------------ ------------
Balance at end of each year (48,844,962) (39,944,408) (27,568,697)
Unrealized Gain on Securities
Reported at Fair Value (Note C)
Balance at beginning of each year - - -
At adoption of SFAS 115 182,460 - -
Balance at end of each year 182,460 - -
TOTAL SHAREHOLDERS' EQUITY $570,529,471 $565,492,784 $500,570,928
============ ============ ============
See notes to consolidated financial statements.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(NOTE N)
1995 1994 1993
___________ ___________ ___________
OPERATING ACTIVITIES
Net income $62,715,873 $52,317,256 $43,228,638
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 15,055,225 11,342,009 7,574,387
___________ ___________ ___________
77,771,098 63,659,265 50,803,025
Gain on sale of properties (227,638) (459,792) -
Gain on sale of securities, net - (530,075) (939,878)
Payment of deferred
financing costs (956,990) - -
Changes in operating assets and
liabilities, net
Increase in trade and notes
receivable (1,165,765) (2,491,666) (1,545,491)
Decrease/(increase) in other
receivables 506,489 288,014 (113,864)
Increase in allowance for
doubtful accounts 591,000 105,500 704,200
Increase in other liabilities 6,492,376 1,444,619 1,001,889
(Increase)/decrease in net
sundry assets and liabilities (907,583) 54,594 (1,427,639)
___________ ___________ ___________
NET CASH PROVIDED BY OPERATING
ACTIVITIES 82,102,987 62,070,459 48,482,242
___________ ___________ ___________
INVESTING ACTIVITIES
Sales of marketable securities 424,783 43,524,412 26,308,833
Purchases of marketable
securities - (1,298,479) (31,080,426)
Net proceeds from the sale
of properties 1,025,000 1,998,194 -
Purchase and improvement
of properties (136,310,299) (219,541,405) (72,779,408)
Repayment of mortgage notes
receivable 36,172 1,225,651 9,564,717
____________ ___________ ___________
NET CASH USED IN
INVESTING ACTIVITIES (134,824,344) (174,091,627) (67,986,284)
____________ ____________ ___________
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(NOTE N)
(CONTINUED FROM PREVIOUS PAGE)
FINANCING ACTIVITIES
Distributions to shareholders (71,616,427) (64,692,967) (61,962,544)
Issuance of shares of bene-
ficial interest pursuant
to dividend reinvestment plan 13,472,493 13,551,244 11,742,180
Issuance of shares of beneficial
Interest pursuant to public
offering, net of loans receivable
and offering costs - 62,957,155 -
Issuance of shares of beneficial
interest upon exercise of stock
options, net ofloans receivable
in 1993 21,425 500,646 604,129
Proceeds from short-term
borrowings 352,000,000 47,500,000 -
Repayment of short-term
borrowings (359,500,000) (40,000,000) -
Proceeds from sale of
Senior Notes 179,322,720 - -
Principal payments on
mortgages (407,892) (325,769) (993,671)
Repayment of mortgages (12,059,000) (6,954,088) (5,238,360)
Repayment of loans receivable
for the purchase of shares
of beneficial interest 260,863 288,522 619,321
___________ __________ ___________
NET CASH PROVIDED BY/(USED IN)
FINANCING ACTIVITIES 101,494,182 12,824,743 (55,228,945)
___________ __________ ___________
INCREASE/(DECREASE) IN CASH
AND CASH EQUIVALENTS 48,772,825 (99,196,425) (74,732,987)
Cash and cash equivalents at
beginning of year 3,115,982 102,312,407 177,045,394
___________ __________ ___________
CASH AND CASH EQUIVALENTS AT
END OF YEAR $51,888,807 $3,115,982 $102,312,407
=========== ========== ============
See notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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") have 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's
policy is to annually assess any impairment in value by making a comparison
of the current and projected operating cash flows of each of its properties
over its remaining useful life, on an undiscounted basis, to the carrying
amount of such property. Such carrying amount would be adjusted, if
necessary, to reflect an impairment in the value 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.
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" ("SFAS 121"), which will be effective for financial statements issued
for fiscal years beginning after December 15, 1995. SFAS 121 is not
expected to have a material impact on the financial position or results of
operations of the Trust.
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 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 risk by investing
in or through major financial institutions. Recoverability of investments
is dependent upon the performance of the issuer.
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
receivables, 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: 1995 -
52,894,355 shares; 1994 - 49,501,984 shares; 1993 - 48,838,346 shares.
Note B - Mortgages & Notes Receivable
Mortgages and Notes Receivable are collateralized principally by real
property and consist of the following:
July 31, 1995 1994
________ _____ _____
10% purchase money first mortgage,
due August 1, 1997 $ 6,200,000 $ 6,200,000
9.875% purchase money first
mortgage, due July 25, 1996 4,610,000 4,610,000
9.375% purchase money first mortgage,
due July 27, 1997 10,350,000 10,350,000
12% leasehold mortgage,
due June 1, 2011 935,056 953,743
10.5% second mortgage due
February 1, 1999 500,000 500,000
11.5% note, due April 30, 2004 278,448 295,933
___________ ___________
$22,873,504 $22,909,676
The aggregate fair value of the mortgages receivable approximates the
carrying value as of July 31, 1995 and 1994. The fair value of mortgages
receivable 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.
Note C - Marketable Securities
In 1995, the Trust has adopted Statement of Financial Accounting
Standards No. 115 "Accounting For Certain Investments in Debt and Equity
Securities" ("SFAS 115") and, accordingly, has classified all such
investments as available-for-sale. As of July 31, 1995, all investments
are recorded at current market value with an offsetting adjustment to
Shareholders' Equity. As of July 31, 1994, all equity securities were
carried at the lower of cost or market and debt securities were carried at
cost.
1995 1994
____________________ __________________
July 31, Equity Debt Equity Debt
________ ______ ____ ______ ____
Amortized cost/cost basis $ 979,656 $4,888,751 $977,061 $5,315,535
Unrealized holdings gains 717,252 -- 931,728 --
Unrealized holdings losses -- (533,792) -- (743,563)
__________ __________ __________ __________
Fair value $1,695,908 $4,354,959 $1,908,789 $4,571,972
The debt securities have maturity dates ranging from 1996 to 2009.
The net increase in unrealized holding gains that have been included as a
separate component of shareholders' equity is $182,460 for 1995. The
weighted average method is used to determine realized gain or loss on
securities sold. The market value of marketable securities is based on
quoted market prices as of July 31, 1995 and 1994.
<PAGE>
Note D - Other Receivables
Interest and dividends $ 445,673 $405,359
Notes receivables 139,205 410,000
Due from officers, trustees
and employees (1) 449,791 499,409
Miscellaneous receivables 87,209 313,599
__________ _________
$1,121,878 $1,628,367
(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 $89,966,000 before accumulated depreciation and amortization.
As of July 31, 1995, mortgages payable bear interest at rates ranging from
7.2% to 11.625%, having a weighted average rate of 9.9% per annum and
mature from 1996 to 2017.
Scheduled principal payments during each of the next five fiscal years
and thereafter are approximately as follows:
Year Ending July 31, Amount
____________________ ______
1996 $ 11,004,035
1997 483,533
1998 499,720
1999 547,075
2000 599,513
Thereafter 14,161,509
____________
Total $ 27,295,385
The aggregate fair value of mortgages payable approximates the
carrying value as of July 31, 1995 and 1994. The fair value of mortgages
payable is estimated based on discounting 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 Trust has an unsecured revolving credit facility which provides
for up to $100 million of borrowings until November 28, 1995. At July 31,
1995 no amounts were outstanding under this facility. At July 31, 1994
$7.5 million was outstanding under this facility with an interest rate of
5.125%. At the time of borrowing, the Trust can choose from three interest
rate options. 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 Trust has available approximately $2,200,000 of unused letters of
credit as of July 31, 1995.
Interest costs capitalized for the years ended July 31, 1995, 1994,
and 1993 were approximately $1,161,000, $586,000, and $239,900,
respectively. Interest paid for the years ended July 31, 1995, 1994 and
1993 was $5,031,000, $2,875,000 and $1,608,000, respectively.
Note F - Senior Notes Payable
In April 1995 the Trust issued $100 million face amount 7.75%
unsecured ten year Senior Notes due April 6, 2005. The effective interest
rate on the notes is 7.95%. The notes were issued at a discount of
$1,363,000. In June 1995 the Trust issued $81 million face amount 6.8%
unsecured seven year Senior Notes due May 15, 2002. The effective interest
rate on the notes is 6.87%. The notes were issued at a discount of
approximately $314,000. The notes are subordinate to mortgages payable and
rank equally with borrowings under the revolving credit facility.
For each of these note issues, the discount is being amortized over
the life of the respective notes using the effective interest method.
Interest is payable semi-annually and the principal is due at maturity.
There is a restrictive covenant that limits the amount of total
indebtedness to 65% of total assets. For the year ended July 31, 1995
$34,000 of amortized discount was included in interest expense.
The aggregate fair value of the Senior Notes approximates the carrying
value at July 31, 1995. The fair value of the Senior Notes payable is
estimated based on discounting the future cash flows at a year end risk
adjusted borrowing rate which reflects the risk associated with notes of
similar risk and duration.
Note G - Other Liabilities
July 31, 1995 1994
________ _____________ _____________
Construction costs payable $ -- $ 3,413,000
Accounts payable 1,206,096 1,404,778
Real estate taxes payable 3,230,716 2,761,299
State and local taxes payable 2,540,695 2,232,311
Interest payable 3,273,611 --
Amounts due seller of property 442,289 157,433
Accrued costs for sale of shares
of beneficial interest and notes 371,513 311,742
Professional fees and costs 769,246 595,714
Deposits 400,000 550,000
Acquisition costs 666,929 249,410
Other 3,590,522 1,782,793
Deferred rent expense 253,253 207,014
___________ ___________
$16,744,870 $13,665,494
Note H - 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 1985 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% per year. 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, totalling 1,300,000 shares, was approved by
the Board of Trustees on December 5, 1991. Pursuant to the March 1991
Plan, the exercise price of the options was not less than the fair market
value of the shares on the date of grant of the option. Thirty percent
(30%) of each of the two stock options became exercisable during the third
year following the date of grant. Thereafter, the shares became
exercisable 10% per year.
The following table shows the activity and balances for each stock
option plan during the fiscal years indicated.
Non- March
1985 Qualified 1991 1991
Options Plan Plan Plan Plan
_______ ____ ____ ____ ____
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
Exercised (1,200) -- -- --
Cancelled (17,700) -- -- (6,000)
Granted 25,000 -- -- 249,250
______ _______ _________ _______
Outstanding July 31, 1995 351,600 5,000 1,300,000 422,250
_________________________________________________________________________
Options exercisable at
July 31, 1995 167,400 2,000 650,000 32,200
Average outstanding option
price which is the market
price of the shares on
the dates of grant $ 21.66 $ 21.88 $ 18.88 $ 21.29
Average price of options
exercised during
fiscal 1995 $ 17.85 -- -- --
_________________________________________________________________________
Note I - 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% to 9.75%.
Interest is payable quarterly.
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
____________________ _________
1996 $1,030,000
1997 926,000
1998 916,000
1999 886,000
2000 863,000
Thereafter 21,134,000
__________
Total $25,755,000
For the years ended July 31, 1995, 1994 and 1993, the lease for office
space included contingent rentals for real estate tax escalations and
operating expense incurred of $111,000, $105,000 and $96,000, respectively.
In addition, ground leases provide for fixed rent escalations and 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 noncancellable lease terms
in excess of one year are approximately as follows:
Year Ending July 31, Amount
_____________________ ______
1996 $ 82,350,000
1997 75,143,000
1998 67,760,000
1999 58,402,000
2000 46,707,000
Thereafter 293,529,000
_____________
Total $ 623,891,000
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, 1995, 1994 and 1993
amounted to approximately $19,388,000, $15,684,000 and $10,775,000,
respectively.
Note L - Pro Forma Financial Information (Unaudited)
The Trust acquired 12 shopping centers, and five apartment complexes
during the year ended July 31, 1995. The pro forma financial information
for the years ended July 31, 1995 and 1994 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, 1994, and 1993,
respectively. The approximately $116,069,000 aggregate acquisition cost
included existing mortgages and $104,367,000 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 the dates indicated.
Also, they may not be indicative of the results that may be achieved in the
future.
July 31, 1995 1994
________ ____ ____
Pro forma total revenues $142,139 $120,415
Pro forma net income $ 64,855 $ 55,202
Pro forma earnings per share $ 1.23 $ 1.12
Note M - Quarterly Financial Information (Unaudited)
(Amounts In Thousands, Except Share Data)
Income Before
Gain on Sale
Year Ended of Property Net Earnings
July 31, Revenue and Securities Income Per Share
________ ________ ______________ ______ __________
1995
____
First $29,961 $15,259 $15,259 $.29
Second 32,062 15,847 15,847 .30
Third 32,757 15,862 15,862 .30
Fourth 35,796 15,520 15,748 .30
_______ _______ ______ ____
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
Note N - Supplemental Cash Flow Information
The Trust entered into the following non-cash investing and financing
activities:
Year Ending July 31, 1995 1994
____________________ ____ ____
Mortgages payable assumed in the
acquisition of shopping centers $ 11,702,000 $ 12,019,000
Increase in loans receivable in
connection with the issuance of
Shares of Beneficial Interest -- 1,158,000
Construction costs payable for
the expansion of a shopping center -- 3,413,000
State and local income taxes paid for the years ended July 31, 1995, 1994
and 1993 were $12,000, $152,000 and $169,000, respectively.
Note O - 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, 1995, 1994
and 1993, the Trust's contribution expense for the Savings Plan was
$191,000, $135,000 and $123,000, respectively.
Note P - Subsequent Events
Subsequent to July 31, 1995 the Trust purchased two shopping centers
containing an aggregate of 395,000 gross rentable square feet and an
apartment complex containing 208 units. These properties are located in
Illinois, Pennsylvania and South Carolina and the aggregate purchase price
was approximately $25.2 million in cash. In addition, the Trust entered
into a contract to sell for approximately $3.3 million, subject to
purchaser's due diligence review, a shopping center in Kentucky which had,
at July 31, 1995, a book value of approximately $2.3 million.
On August 31, 1995 the Trustees declared a cash distribution to
shareholders of record as of September 15, 1995 in the amount of $.345 per
share (approximately $18,400,000) payable on October 3, 1995.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
Additions
Balance at Charged Credited Balance
Beginning to Costs to Other at End
Description of Period and Expenses Revenues Deductions of Period
___________ _________ ____________ ________ __________ _________
Year Ended
July 31, 1995
_____________
Allowance for
doubtful accounts $2,331,500 $993,710 -- $ 402,710(1) $2,922,500
Year Ended
July 31, 1994
_____________
Allowance for
doubtful accounts $2,226,000 $1,149,452 -- $1,043,952(1) $2,331,500
Year Ended
July 31, 1993
_____________
Allowance for
doubtful accounts $1,521,800 $985,713 -- $ 281,513(1) $2,226,000
_________________
(1) Trade receivables charged to the reserve.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1995
COLUMN A COLUMN B COLUMN C COLUMN D
____________ _____________ ____________________________ _________________
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
____________________________ _________________
Building &
Description Encumbrances Land Improvements Improvements
___________ ____________ ____ _____________ _________________
<S> <C> <C> <C> <C>
Apartments
**************************
BRECKENRIDGE APARTMENTS 604,487 2,411,462 133,406
BIRMINGHAM AL
CLUB APARTMENTS, THE 6,212,016 1,709,558 6,838,233 3,054
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,477,301 246,341
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 4,982,914 962,613
BIRMINGHAM AL
MAYFAIR APARTMENTS 240,000 962,217 403,061
DOVER DE
RODNEY APARTMENTS 769,188 1,612,614 1,090,543
DOVER DE
LAKE PARK APARTMENTS 833,000 1,822,039 1,895,724
LAKE PARK FL
JAMESTOWN APARTMENTS 518,646 2,075,236 559,724
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 7,756,655 3,180
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,231,914 131,889
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 4,706,200 543,248
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,139,174 68,250
LOUISVILLE KY
DEERHORN VILLAGE APARTMENTS 1,292,775 5,171,112
KANSAS CITY MO
MEADOW EAST APARTMENTS 86,407 1,467,282 402,331
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,600,997
ROME NY
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,269,138 23,569
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,449,156 290,695
MAUMEE OH
GOVERNOUR'S PLACE APARTMENTS 626,807 2,507,226 3,375
HARRISBURG PA
SEDGEFIELD APARTMENTS 1,550,734 6,211,936 44,798
FLORENCE SC
HICKORY LAKE APARTMENTS 1,369,251 5,483,004 309,629
ANTIOCH TN
ASHFORD PLACE APARTMENTS 1,150,270 4,611,080 431,299
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,230,420 31,657
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,437,602 14,685
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,679,074 30,131
CLARKSVILLE TN
Development
**************************
SIX FLAGS FACTORY OUTLET CENTER 763,463 319,241
JACKSON TOWNSHIP NJ
Factory Outlets
**************************
BARSTOW FACTORY OUTLET 10,448,808 5,730,337 22,936,349 11,546,860
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 100,879 4,488,742 14,426,139 8,492,455
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 17,669 22,312,120 11,385,730
BRANSON MO
OSAGE FACTORY OUTLET VILLAGE 6,978,714 27,259,675 6,752,374
OSAGE BEACH MO
FT CHISWELL FACTORY OUTLET 411,023 1,644,017 767,500
MAX MEADOWS VA
Office Building
**************************
INSTITUTE FOR DEFENSE ANALYSES 1,389,460
PRINCETON NJ
Shopping Centers
**************************
CLOVERDALE VILLAGE 2,370,199 634,152 2,536,606
FLORENCE AL
DOVERAMA @ RODNEY VILLAGE 50,755 311,781
DOVER DE
RODNEY VILLAGE 1,202,551 2,082,918 1,878,326
DOVER DE
ALBANY PLAZA 696,447 2,799,786 82,075
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 970,811 6,692
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,036,331 8,970
AMERICUS GA
PERLIS PLAZA 774,966 5,301,644 101,172
AMERICUS GA
ROGERS PLAZA 291,014 688,590 54,913
ASHBURN GA
SWEETWATER VILLAGE 3,015,769 707,938 2,831,750
AUSTELL GA
CEDAR PLAZA 928,302 3,713,207
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 816,606 3,266,424
CEDARTOWN GA
CORDELE SQUARE 864,335 3,457,337 162,290
CORDELE GA
MR B'S 166,047 154,140 6,718
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 958,998 16,841
CORDELE GA
HABERSHAM VILLAGE 4,547,339 1,301,643 4,340,422 624,500
CORNELIA GA
WESTGATE - DUBLIN 699,174 5,834,809 61,067
DUBLIN GA
VICTORY SQUARE 1,206,181 4,824,725 45,726
SAVANAH GA
TIFT-TOWN 271,444 1,325,238 100,653
TIFTON GA
WESTGATE - TIFTON 156,269 304,704
TIFTON GA
HAYMARKET MALL 1,230,252 4,921,007
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,224,688 27,000
DES MOINES IA
COLUMBUS CENTER 1,196,269 3,608,315 1,564,174
COLUMBUS IN
JASPER MANOR 1,319,937 7,110,063 10,766
JASPER IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503
PRINCETON IN
WABASH CROSSING 1,614,878 6,470,511 27,744
WABASH IN
JACKSON VILLAGE 284,815 3,115,586 103,937
JACKSON KY
J*TOWN CENTER 1,331,074 4,121,997 527,428
JEFFERSONTOWN KY
CHINOE VILLAGE 505,077 2,020,307 78,769
LEXINGTON KY
NEW LOUISA PLAZA 469,014 1,998,752 161,682
LOUISA KY
PICCADILLY SQUARE 355,000 1,588,409 190,022
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,792,717 109,716
MIDDLETOWN KY
LIBERTY PLAZA 2,075,809 8,303,237
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,833,330 30,946
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 1,625,581 6,514,322 85,661
ANN ARBOR MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 49,710
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,014,433 45,792
GOLDSBORO NC
SHOPPING CENTER - GREENVILLE 40,065 225,958
GREENVILLE NC
SHOPPING CENTER - LUMBERTON 280,000 1,564,172 97,754
LUMBERTON NC
SHOPPING CENTER - NEW BERN 171,000 1,593,832
NEW BERN NC
SHOPPING CENTER - WILSON 315,000 1,780,370 42,033
WILSON NC
LAUREL SQUARE 3,261,701 9,283,302 400,378
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,513,658 37,647
HAMILTON NJ
BENNETTS MILLS PLAZA 1,597,222 6,399,888 9,785
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 1,479,487 3,505,205
MIDDLETOWN NJ
UNIVERSITY MALL 115,079 1,009,902 657,842
CANTON NY
CORTLANDVILLE 236,846 1,439,000 178,412
CORTLAND NY
KMART PLAZA 942,257 3,769,027 56,826
DEWITT NY
D & F PLAZA 730,512 2,156,542 850,528
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205
ELMIRA NY
PYRAMID MALL 2,175,221 8,700,884 35,753
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,429 524,517 93,523
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 4,986,720 82,607
HAMBURG NY
CAYUGA PLAZA 1,397,708 5,591,832 297,544
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,183,353 99,064
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,698,537 17,741
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,231,817 94,207
MARCY NY
ROCKLAND PLAZA 3,990,842 3,570,410 5,010,242
NANUET NY
SOUTH PLAZA 508,013 1,051,638 1,492,405
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,192,103 249,070
ONEONTA NY
OSWEGO PLAZA 250,000 1,168,027 1,799,026
OSWEGO NY
MOHAWK ACRES 241,606 1,268,890 1,407,175
ROME NY
MONTGOMERY WARD 93,341 483,405 231,438
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170
ROME NY
WESTGATE MANOR PLAZA - ROME 77,208 391,982 306,866
ROME NY
NORTHLAND 14,448 255,557 672,997
WATERTOWN NY
HARBOR PLAZA 388,997 1,456,108 245,000
ASHTABULA OH
BELPRE PLAZA 2,066,121 29,051
BELPRE OH
SOUTHWOOD PLAZA 707,073 1,537,519 405,429
BOWLING GREEN OH
BRENTWOOD PLAZA 2,050,969 8,222,875 67,617
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,300,935 82,500
CINCINNATI OH
SOUTH TOWNE CENTRE 4,737,368 9,636,943 489,274
DAYTON OH
HERITAGE SQUARE 1,749,182 7,011,927 55,072
DOVER OH
FAIRFIELD MALL 1,287,649 1,685,919 72,192
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 3,197,673 1,027,559
GALLIPOLIS OH
SHOPPING CENTER - GENOA 600,375 96,001 1,016,349
GENOA OH
PARKWAY PLAZA 950,667 2,069,921 206,816
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 35,425
NEW BOSTON OH
MARKET PLACE 597,923 3,738,164 187,621
PIQUA OH
CENTRAL AVE MARKET PLACE 1,046,480 1,769,200 328,874
TOLEDO OH
SHOPPING CENTER - ANNVILLE 190,000 1,048,126 173,735
ANNVILLE PA
SHOPPING CENTER - HANOVER 235,000 1,331,329 128,191
HANOVER PA
STONEMILL PLAZA 1,407,975 5,650,901
LANCASTER PA
CROSSROADS PLAZA 384,882 1,040,668 227,329
MT. PLEASANT PA
JOHN WANAMAKER 605,607 3,923,050
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 91,798 1,063,120
PHILADELPHIA PA
ROOSEVELT MALL NE 2,602,635 5,838,364
PHILADELPHIA PA
ST MARY'S PLAZA 977,711 3,910,842 48,925
ST MARY'S PA
NORTHLAND CENTER 1,198,947 4,824,500 38,629
STATE COLLEGE PA
SHOPS AT PROSPECT 725,100 2,894,668
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,113 12,796,452 972
YORK PA
CONGRESS CROSSING 1,098,351 6,747,013 56,826
ATHENS TN
GREENEVILLE COMMONS 1,075,200 7,884,800 3,700
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 2,500,633 164,713
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,674,698 168,376
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 290,000 792,441
COLONIAL HEIGHTS VA
SHOPPING CENTER - HARRISONBURG 260,000 1,379,112
HARRISONBURG VA
HANOVER SQUARE SHOPPING CENTER 1,778,701 7,114,805 128,929
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,208,727 2,480
MIDLOTHIAN VA
SHOPPING CENTER - SPOTSYLVANIA 250,000 1,363,880 127,618
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 2,707,679 4,417,792 463,791
WISE VA
MOUNDSVILLE PLAZA 228,283 1,989,798 4,458,645
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,471,461
PARKERSBURG WV
KMART PLAZA 664,121 2,656,483 35,900
VIENNA WV
Vacant land
**************************
1 NORTH CENTRAL AVENUE 16,200
HARTSDALE NY ------------ ------------- ------------- -------------
TOTAL $ 27,295,385 $ 135,100,768 $ 541,558,540 $88,421,149
============ ============= ============= =============
<TABLE/>
</TABLE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1995
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
___________ ____________________________________ ________ ________ ________ ________
Gross Amount at Which Carried at the
Close of the Period
____________________________________
Life on Which
Depreciation
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Statement
___________ ____________________________________ ____________ ____________ ________ ________________
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
BRECKENRIDGE APARTMENTS 604,487 2,544,868 3,149,355 224,457 1979 Feb 92 5-40 Years
BIRMINGHAM AL
CLUB APARTMENTS, THE 1,709,558 6,841,287 8,550,845 36,249 1969-1974 May 95 40 Years
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,723,642 5,842,962 246,732 1969 Jul 93 5-40 Years
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 5,945,527 7,191,255 497,212 1971 Feb 92 5-40 Years
BIRMINGHAM AL
MAYFAIR APARTMENTS 240,000 1,365,278 1,605,278 643,157 1971 Jan 81 5-40 Years
DOVER DE
RODNEY APARTMENTS 769,188 2,703,157 3,472,345 2,064,965 1963-1965 Jan 69 5-40 Years
DOVER DE
LAKE PARK APARTMENTS 833,000 3,717,763 4,550,763 2,015,620 1965 Feb 76 5-40 Years
LAKE PARK FL
JAMESTOWN APARTMENTS 518,646 2,634,960 3,153,606 323,901 1967 Sep 91 5-40 Years
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 7,759,835 9,698,999 41,146 1969 May 95 40 Years
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,363,803 6,670,033 255,766 1974 Sep 93 5-40 Years
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 5,249,448 6,425,998 407,219 1970 Jul 92 5-40 Years
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,207,424 1,492,217 141,252 1974 Jan 91 5-40 Years
LOUISVILLE KY
DEERHORN VILLAGE APARTMENTS 1,292,775 5,171,112 6,463,887 5,972 1974 Jul 95 40 Years
KANSAS CITY MO
MEADOW EAST APARTMENTS 86,407 1,869,613 1,956,020 546,519 1964-1971 Sep 83 5-40 Years
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 2,736,657 2,899,892 873,634 1947 Nov 85 5-40 Years
ROME NY
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,292,707 5,357,991 103,643 1966 Aug 94 40 Years
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,739,851 1,918,960 187,487 1979-1984 Feb 91 6-40 Years
MAUMEE OH
GOVERNOUR'S PLACE APARTMENTS 626,807 2,510,601 3,137,408 15,646 1974 Apr 95 40 Years
HARRISBURG PA
SEDGEFIELD APARTMENTS 1,550,734 6,256,734 7,807,468 164,953 1972,74,79 Jul 94 40 Years
FLORENCE SC
HICKORY LAKE APARTMENTS 1,369,251 5,792,633 7,161,884 241,620 1974 Dec 93 5-40 Years
ANTIOCH TN
ASHFORD PLACE APARTMENTS 1,150,270 5,042,379 6,192,649 227,881 1972-1974 Oct 93 5-40 Years
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,262,077 4,068,432 81,848 1982 Jul 94 40 Years
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,452,287 6,810,687 136,615 1989 Jul 94 40 Years
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,709,205 4,627,974 93,038 1986 Jul 94 40 Years
CLARKSVILLE TN
Development
**************************
SIX FLAGS FACTORY OUTLET CENTER 763,463 319,241 1,082,704
JACKSON TOWNSHIP NJ
Factory Outlets
**************************
BARSTOW FACTORY OUTLET 5,730,337 34,483,209 40,213,546 1,122,550 1989 Nov 93 5-40 Years
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 4,488,742 22,918,594 27,407,336 1,620,240 1991 Mar 92 5-40 Years
ST AUGUSTINE FL
BRANSON FACTORY OUTLET 17,669 33,697,850 33,715,519 1,062,974 1988 Nov 93 40 Years
BRANSON MO
OSAGE FACTORY OUTLET VILLAGE 6,978,714 34,012,049 40,990,763 1,790,662 1987 Jan 93 3-40 Years
OSAGE BEACH MO
FT CHISWELL FACTORY OUTLET 411,023 2,411,517 2,822,540 229,776 1989 Nov 93 3-40 Years
MAX MEADOWS VA
Office Building
**************************
INSTITUTE FOR DEFENSE ANALYSES 1,389,460 1,389,460 572,873 1982 May 74 10-35 Years
PRINCETON NJ
Shopping Centers
**************************
CLOVERDALE VILLAGE 634,152 2,536,606 3,170,758 50,467 1986 Oct 94 40 Years
FLORENCE AL
DOVERAMA @ RODNEY VILLAGE 50,755 311,781 362,536 52,316 1969 Oct 88 40 Years
DOVER DE
RODNEY VILLAGE 1,202,551 3,961,244 5,163,795 2,930,310 1959 Jan 69 5-40 Years
DOVER DE
ALBANY PLAZA 696,447 2,881,861 3,578,308 85,630 1968 May 94 40 Years
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 977,503 1,209,020 123,070 1969 Jul 90 40 Years
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,045,301 1,266,938 131,171 1980 Jul 90 40 Years
AMERICUS GA
PERLIS PLAZA 774,966 5,402,816 6,177,782 678,344 1972 Jul 90 4-40 Years
AMERICUS GA
ROGERS PLAZA 291,014 743,503 1,034,517 98,160 1974 Jul 90 5-40 Years
ASHBURN GA
SWEETWATER VILLAGE 707,938 2,831,750 3,539,688 56,325 1985 Oct 94 40 Years
AUSTELL GA
CEDAR PLAZA 928,302 3,713,207 4,641,509 73,837 1994 Oct 94 40 Years
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 816,606 3,266,424 4,083,030 44,603 1989 Jan 95 40 Years
CEDARTOWN GA
CORDELE SQUARE 864,335 3,619,627 4,483,962 482,226 1968 Jul 90 3-40 Years
CORDELE GA
MR B'S 166,047 160,858 326,905 20,544 1968 Jul 90 2-40 Years
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 975,839 1,178,521 121,905 1969 Jul 90 40 Years
CORDELE GA
HABERSHAM VILLAGE 1,301,643 4,964,922 6,266,565 350,403 1985 May 92 40 Years
CORNELIA GA
WESTGATE - DUBLIN 699,174 5,895,876 6,595,050 739,473 1974 Jul 90 20-40 Years
DUBLIN GA
VICTORY SQUARE 1,206,181 4,870,451 6,076,632 369,810 1986 Jul 92 20-40 Years
SAVANAH GA
TIFT-TOWN 271,444 1,425,891 1,697,335 171,626 1965 Jul 90 10-40 Years
TIFTON GA
WESTGATE - TIFTON 156,269 304,704 460,973 38,437 1980 Jul 90 40 Years
TIFTON GA
HAYMARKET MALL 1,230,252 4,921,007 6,151,259 15,712 1968-1979 May 95 40 Years
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,251,688 10,307,860 26,261 1971-1979 May 95 40 Years
DES MOINES IA
COLUMBUS CENTER 1,196,269 5,172,489 6,368,758 827,070 1964 Dec 88 3-40 Years
COLUMBUS IN
JASPER MANOR 1,319,937 7,120,829 8,440,766 616,879 1990 Feb 92 20-40 Years
JASPER IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 4,864,379 231,273 1991 Feb 93 40 Years
PRINCETON IN
WABASH CROSSING 1,614,878 6,498,255 8,113,133 263,514 1988 Dec 93 40 Years
WABASH IN
JACKSON VILLAGE 284,815 3,219,523 3,504,338 529,599 1983 Dec 88 20-40 Years
JACKSON KY
J*TOWN CENTER 1,331,074 4,649,425 5,980,499 754,839 1959 Oct 88 3-40 Years
JEFFERSONTOWN KY
CHINOE VILLAGE 505,077 2,099,076 2,604,153 333,228 1984 Mar 89 5-40 Years
LEXINGTON KY
NEW LOUISA PLAZA 469,014 2,160,434 2,629,448 538,051 1978 Feb 88 2-40 Years
LOUISA KY
PICCADILLY SQUARE 355,000 1,778,431 2,133,431 280,347 1973 Apr 89 3-40 Years
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,902,433 9,848,112 326,628 1987 Nov 93 5-40 Years
MIDDLETOWN KY
LIBERTY PLAZA 2,075,809 8,303,237 10,379,046 43,998 1962 May 95 40 Years
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,864,276 2,176,926 489,235 1973 May 86 4-40 Years
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 1,625,581 6,599,983 8,225,564 130,942 1965 Oct 94 40 Years
ANN ARBOR MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,170,833 7,701,114 434,386 1989 Oct 92 40 Years
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,060,225 1,242,223 269,920 1973 May 86 35-40 Years
GOLDSBORO NC
SHOPPING CENTER - GREENVILLE 40,065 225,958 266,023 70,994 1973 May 86 35 Years
GREENVILLE NC
SHOPPING CENTER - LUMBERTON 280,000 1,661,926 1,941,926 417,574 1973 May 86 35-40 Years
LUMBERTON NC
SHOPPING CENTER - NEW BERN 171,000 1,593,832 1,764,832 421,227 1975 May 86 35 Years
NEW BERN NC
SHOPPING CENTER - WILSON 315,000 1,822,403 2,137,403 474,257 1973 May 86 35-40 Years
WILSON NC
LAUREL SQUARE 3,261,701 9,683,680 12,945,381 737,497 1973 Jul 92 10-40 Years
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,551,305 5,675,720 137,365 1972 May 94 40 Years
HAMILTON NJ
BENNETTS MILLS PLAZA 1,597,222 6,409,673 8,006,895 140,431 1988 Sep 94 40 Years
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 4,984,692 6,189,521 1,514,770 1972 Jan 75 5-40 Years
MIDDLETOWN NJ
UNIVERSITY MALL 115,079 1,667,744 1,782,823 789,739 1967 Jan 76 10-40 Years
CANTON NY
CORTLANDVILLE 236,846 1,617,412 1,854,258 306,803 1984 Aug 87 20-40 Years
CORTLAND NY
KMART PLAZA 942,257 3,825,853 4,768,110 187,347 1970 Aug 93 5-40 Years
DEWITT NY
D & F PLAZA 730,512 3,007,070 3,737,582 700,991 1967 Jan 86 5-40 Years
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205 1,001,321 143,893 1976 Feb 89 40 Years
ELMIRA NY
PYRAMID MALL 2,175,221 8,736,637 10,911,858 427,793 1973 Aug 93 40 Years
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 139,429 618,040 757,469 98,318 1974 Dec 88 40 Years
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 5,069,327 6,316,007 426,110 1991 Jun 92 3-40 Years
HAMBURG NY
CAYUGA PLAZA 1,397,708 5,889,376 7,287,084 892,186 1969 May 89 10-40 Years
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,282,417 7,828,255 307,183 1971 Aug 93 5-40 Years
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,716,278 2,140,912 83,943 1971 Aug 93 40 Years
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,326,024 2,726,024 609,484 1971 May 86 18-40 Years
MARCY NY
ROCKLAND PLAZA 3,990,842 8,580,652 12,571,494 2,472,249 1963 Jan 83 3-40 Years
NANUET NY
SOUTH PLAZA 508,013 2,544,043 3,052,056 841,964 1967 Apr 83 5-40 Years
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,441,173 1,583,994 436,344 1967 1984 5-40 Years
ONEONTA NY
OSWEGO PLAZA 250,000 2,967,053 3,217,053 964,994 1966 Jan 77 40 Years
OSWEGO NY
MOHAWK ACRES 241,606 2,676,065 2,917,671 659,707 1965 Feb 84 2-40 Years
ROME NY
MONTGOMERY WARD 93,341 714,843 808,184 202,768 1965 Jan 84 10-40 Years
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170 4,668,962 183,206 1988 Aug 93 40 Years
ROME NY
WESTGATE MANOR PLAZA - ROME 77,208 698,848 776,056 180,795 1961 Jan 86 5-40 Years
ROME NY
NORTHLAND 14,448 928,554 943,002 236,696 1962 Jan 73 5-40 Years
WATERTOWN NY
HARBOR PLAZA 388,997 1,701,108 2,090,105 175,757 1988 Feb 91 15-40 Years
ASHTABULA OH
BELPRE PLAZA 2,095,172 2,095,172 373,427 1969 Jun 88 5-40 Years
BELPRE OH
SOUTHWOOD PLAZA 707,073 1,942,948 2,650,021 298,300 1961 May 90 3-40 Years
BOWLING GREEN OH
BRENTWOOD PLAZA 2,050,969 8,290,492 10,341,461 250,330 1957 May 94 40 Years
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER1,321,484 5,383,435 6,704,919 161,117 1960 May 94 40 Years
CINCINNATI OH
SOUTH TOWNE CENTRE 4,737,368 10,126,217 14,863,585 844,315 1972 Mar 92 5-40 Years
DAYTON OH
HERITAGE SQUARE 1,749,182 7,066,999 8,816,181 355,180 1959 Aug 93 5-40 Years
DOVER OH
FAIRFIELD MALL 1,287,649 1,758,111 3,045,760 230,425 1978 May 90 12-40 Years
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 4,225,232 5,144,254 1,095,033 1972 Dec 86 5-40 Years
GALLIPOLIS OH
SHOPPING CENTER - GENOA 96,001 1,016,349 1,112,350 111,342 1987 Mar 91 40 Years
GENOA OH
PARKWAY PLAZA 950,667 2,276,737 3,227,404 325,504 1955 Sep 89 20-40 Years
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,212,343 11,314,714 566,558 1991 Feb 93 20-40 Years
NEW BOSTON OH
MARKET PLACE 597,923 3,925,785 4,523,708 374,068 1972 Nov 91 2-40 Years
PIQUA OH
CENTRAL AVE MARKET PLACE 1,046,480 2,098,074 3,144,554 244,610 1968 Aug 90 20-40 Years
TOLEDO OH
SHOPPING CENTER - ANNVILLE 190,000 1,221,861 1,411,861 309,385 1972 May 86 18-40 Years
ANNVILLE PA
SHOPPING CENTER - HANOVER 235,000 1,459,520 1,694,520 364,795 1971 May 86 35-40 Years
HANOVER PA
STONEMILL PLAZA 1,407,975 5,650,901 7,058,876 218,079 1988 Jan 94 40 Years
LANCASTER PA
CROSSROADS PLAZA 384,882 1,267,997 1,652,879 208,061 1975 Nov 88 5-40 Years
MT. PLEASANT PA
JOHN WANAMAKER 605,607 3,923,050 4,528,657 3,836,781 1964 Jan 64 35 Years
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 1,154,918 1,314,621 481,810 1958 Apr 74 10-40 Years
PHILADELPHIA PA
ROOSEVELT MALL NE 8,440,999 8,440,999 3,637,301 1964 Jan 64 5-40 Years
PHILADELPHIA PA
ST MARY'S PLAZA 977,711 3,959,767 4,937,478 69,609 1970 Dec 94 40 Years
ST MARY'S PA
NORTHLAND CENTER 1,198,947 4,863,129 6,062,076 377,705 1988 Jun 92 40 Years
STATE COLLEGE PA
SHOPS AT PROSPECT 725,100 2,894,668 3,619,768 1994 Jul 95 40 Years
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,113 12,797,424 15,996,537 67,800 1955 May 95 40 Years
YORK PA
CONGRESS CROSSING 1,098,351 6,803,839 7,902,190 570,059 1990 Mar 92 40 Years
ATHENS TN
GREENEVILLE COMMONS 1,075,200 7,888,500 8,963,700 666,892 1990 Mar 92 20-40 Years
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 2,665,346 2,665,346 196,516 1970 Sep 92 3-40 Years
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,843,074 6,009,998 221,097 1986 Sep 93 40 Years
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 290,000 792,441 1,082,441 209,431 1972 May 86 35 Years
COLONIAL HEIGHTS VA
SHOPPING CENTER - HARRISONBURG 260,000 1,379,112 1,639,112 364,479 1969 May 86 35 Years
HARRISONBURG VA
HANOVER SQUARE SHOPPING CENTER1,778,701 7,243,734 9,022,435 473,645 1991 Jan 93 5-40 Years
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,211,207 17,759,639 482,058 1991 Mar 94 40 Years
MIDLOTHIAN VA
SHOPPING CENTER - SPOTSYLVANIA 250,000 1,491,498 1,741,498 368,598 1970 May 86 35-40 Years
SPOTSYLVANIA VA
RIDGEVIEW CENTRE 2,707,679 4,881,583 7,589,262 368,870 1990 Jul 92 3-40 Years
WISE VA
MOUNDSVILLE PLAZA 228,283 6,448,443 6,676,726 382,331 1961 Dec 88 5-40 Years
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,471,461 4,471,461 787,139 1986 Jun 88 40 Years
PARKERSBURG WV
KMART PLAZA 664,121 2,692,383 3,356,504 165,328 1975 Feb 93 40 Years
VIENNA WV
Vacant land
**************************
1 NORTH CENTRAL AVENUE 16,200 16,200 Jul 72
HARTSDALE NY _____________ _____________ _____________ _____________
TOTAL $ 135,100,768 $ 629,979,689 $ 765,080,457 $ 64,006,509
============= ============= ============= =============
(1) Aggregate cost is the same for Federal income tax purposes
<TABLE/>
<PAGE>
NEW PLAN REALTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
SCHEDULE III
JULY 31, 1995
(continued)
Reconciliation of "Real Estate and Accumulated Depreciation":
1995 1994 1993
INVESTMENT IN REAL ESTATE
Balance at beginning
of period $ 621,342,318 $ 388,227,913 $ 301,135,683
Additions during the
period:
Land 23,964,530 37,888,580 16,320,161
Buildings and
improvements 120,636,110 197,091,961 70,757,597
Carrying costs - - 17,594
_____________ _____________ _____________
765,942,958 623,208,454 388,231,035
Less:
Costs of assets sold
and written-off 862,501 1,866,136 3,122
_____________ _____________ _____________
Balance at end of period $ 765,080,457 $ 621,342,318 $ 388,227,913
============= ============= =============
ACCUMULATED DEPRECIATION
Balance at beginning
of period $ 49,101,916 $ 38,183,206 $ 30,785,272
Additions charged to
operating expenses 14,968,266 11,250,895 7,397,934
_____________ _____________ _____________
64,070,182 49,434,101 38,183,206
Less:
Accumulated depreciation
on assets sold and
written-off 63,673 332,185 -
_____________ _____________ _____________
Balance at end of period $ 64,006,509 $ 49,101,916 $ 38,183,206
============= ============= =============
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS ON REAL ESTATE
SCHEDULE IV
July 31, 1995
_____________
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
Description Rate Date Payment Terms Prior Liens Mortgages Mortgages
___________ ________ ________ _____________ ___________ _________ _________
<S> <C> <C> <C> <C> <C> <C>
Second mortgage, collateral Interest payable
- - - -ized by a shopping center monthly, balance
in Hartsdale, NY 10.5% 2/1/99 at maturity $500,000 $500,000
Purchase money first mortgage, Interest payable
collateralized by a shopping Interest payable
center in Connellsville, PA 10% 8/1/97 principal per $6,200,000 $6,200,000
month for 17
months, balance
at maturity
Purchase money first mortgage, Interest payable
collateralized by a shopping monthly, balance
center in Whitesboro, NY 9.875% 7/25/96 at maturity 4,610,000 4,610,000
Leasehold mortgage Interest and
collateralized by a tenant principal payable
lease 12% 6/1/2011 monthly 935,056 935,056
Purchase money first mortgage Interest payable
collateralized by a shopping monthly, balance
center in New City, NY 9.375% 7/27/97 at maturity 10,350,000 10,350,000
Leasehold mortgage Interest and
collateralized by a Tenant principal payable
lease 11.5% 4/30/04 monthly 278,448 278,448
___________ ___________
Note--Column H is not
applicable $22,873,504 $22,873,504
=========== ===========
<TABLE/>
<PAGE>
Year Ended July 31,
1995 1994 1993
____ ____ ____
Balance, beginning of period $ 22,909,676 $ 24,135,327 $ 33,700,044
Additions during period:
New mortgage loans -- 800,000 --
Reductions during period:
Collection of principal (36,172) (1,525,651) (9,564,717)
Amounts refinanced -- (500,000) --
Reduction in mortgage
receivable in connection
with prepaid acquisition
costs -- --
___________ ___________ ___________
Balance, end of period $22,873,504 $22,909,676 $24,135,327
=========== =========== ===========
<PAGE>
NEW PLAN REALTY TRUST
EXHIBIT INDEX TO
ANNUAL REPORT ON FORM 10-K
No. Page
___ ____
*3.1 Amendment #4 dated December 6, 1972 to Declaration of
Trust (amending Declaration of Trust in its entirety)
and filed as Exhibit 3.1(d) to Registration Statement
No. 2-45633.
*3.2 Amendment #5 dated December 12, 1972 to Declaration of
Trust and 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 No. 2-69682.
*9.3 Debenture Purchase Agreement and Amendment filed as
Exhibit 9.4 to Registration Statement No. 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.
filed as Exhibit 9.5 to the Registrant's Form 10-K for
the fiscal year ended July 31, 1994.
9.6 Termination of Purchase Agreement dated December 17, 1981
between New Plan Realty Trust and Merchant Navy Officers
Pension Fund Trustees Limited.
*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 filed as Exhibit 10.2 to
the Registrant's Form 10-K for the fiscal
year ended July 31, 1994.
*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
filed as Exhibit 10.3 to the Registrant's
Form 10-K for the fiscal year ended July 31,
1994.
10.4 Extension request and Consent by and among
New Plan Realty Trust, the Lenders party to
the Revolving Credit Agreement and The Bank
of New York, as agent, dated as of December
1, 1994.
10.5 Amendment No. 2 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 July 20, 1995.
*10.6 Senior Securities Indenture between New Plan
Realty Trust and The First National Bank of
Boston, as Trustee, dated as of March 29,
1995 filed as Exhibit 4.2 to Registration
Statement No. 33-60045.
10.7 7.75% Senior Note Due April 6, 2005.
10.8 6.8% Senior Note Due May 15, 2002.
11 Statement of Computation of Earnings Per
Share for the Twelve Months Ended July 31,
1995.
21 Subsidiaries of the Registrant.
23 Consent required with respect to material
incorporated by reference in a previously
filed Registration Statement.
___________________________________
* Incorporated herein by reference as indicated above.
<PAGE>
EXHIBIT 9.6
___________
August 18, 1995
MNOPF Trustees Limited
Ashcombe House, The Crescent
Leatherhead, Surrey KT22 8LQ England
Gentlemen:
Reference is made to that certain Purchase Agreement between New Plan
Realty Trust ("New Plan") and you dated December 17, 1981 (the "Agreement")
and to the 4,493,954 shares of beneficial interest you own in New Plan (the
"Shares").
This letter will confirm the agreement between you and New Plan
regarding the Agreement and the Shares:
1. The Agreement is hereby terminated and neither party thereto
shall have any further liability to the other thereunder.
2. You have represented that the Shares are all of the shares of
beneficial interest in New Plan owned by you.
3. The existing outstanding certificates representing the Shares
will be reissued forthwith without any legends thereon in the name of
"MNOPF Trustees Limited" or a street nominee name, at your or your agent's
written direction, and delivered to Bank of New York for your account
within three business days after the delivery of such outstanding
certificates together with written instructions to such effect to The First
National Bank of Boston, New Plan's Transfer Agent for the Shares. The
period of three business days set forth above shall be extended for such
reasonable period as may be necessary in the event such certificates are
not delivered within such period as a result of Acts of God.
4. Provided that the events detailed in Clause 3 above occur, you
agree to vote the Shares, so long as they are owned by you (or any
affiliated or related entity), in favor of (a) the election of the nominees
of New Plan's management each year for Trustees through December 31, 2001
and (b) Amendment #11 to Declaration of Trust of New Plan Realty Trust when
requested by and upon the recommendation of its Board of Trustees. You
agree to vote the Shares as set forth above by delivering to New Plan the
form of Proxy provided by New Plan, appropriately completed and executed
not less than one (1) week before the last date to vote on such issue, but
in any event within seven days after its receipt by you.
5. As long as you own such number of shares of beneficial interest
of New Plan as shall exceed 5% of all of the issued and outstanding shares
of beneficial interest of New Plan, you agree to use your best efforts to
notify New Plan, in writing, of any sale of Shares (including, the number
of Shares transferred, the date of transfer and the name of the transferee
where known to you) promptly after such sale. In addition, you will send
New Plan copies of all notices and forms required to be filed with the
Securities and Exchange Commission as a result of any transfer of Shares
promptly after such filing is made.
Please confirm our agreement as set forth above by signing and
returning a copy of this letter.
NEW PLAN REALTY TRUST
By: /s/ Arnold Laubich
_______________________
President
MNOPF TRUSTEES LIMITED
By:/s/ Geoffrey Henry
________________________
<PAGE>
EXHBIT 10.4
___________
EXTENSION
REQUEST AND CONSENT
EXTENSION REQUEST AND CONSENT (the "Extension"), dated as
of December 1, 1994, by and among NEW PLAN REALTY TRUST, a Massachusetts
business trust (the "Borrower"), the Lenders party to the Credit Agreement
(hereinafter defined) and THE BANK OF NEW YORK, as agent (in such capacity,
the "Agent").
RECITALS
A. This Extension is made pursuant to that certain Revolving
Credit Agreement, dated as of December 30, 1993, by and among the Borrower,
the Agent and the Lenders party thereto (as amended, the "Credit
Agreement"). Capitalized terms used herein which are not defined herein
and which are defined in the Credit Agreement shall have the same meanings
as therein defined.
B. Section 2.18 of the Credit Agreement provides that, as
long as no Default or Event of Default exists, the Borrower may request
that the Termination Date be extended for a period of 364 days commencing
on the date that the Required Lenders provide their consent to such
Extension Request to the Agent.
C. The Borrower has timely made an Extension Request and
desires that the Lenders evidence their consent thereto by this Extension.
In consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto confirm and agree as follows:
1. As of October 17, 1994, the Borrower delivered its
Extension Request to the Agent. Pursuant to the Extension Request, the
Borrower requested that the Termination Date be extended for an additional
period of 364 days.
2. As of November 29, 1994, the Agent received the Required
Lenders' consent to the Extension Request.
3. The Borrower hereby represents and warrants that there
exists no Default or Event of Default under the Credit Agreement.
4. Based on the representations in paragraph 3, each Lender
by signing below hereby confirms that the Termination Date shall be
extended for 364 days from November 29, 1994, the date that the Required
Lenders delivered their consents to the Agent. In furtherance of the
foregoing, the parties agree that the definition of "Termination Date" set
forth in Section 1.1 of the Credit Agreement is hereby deleted in its
entirety, and the following new definition is substituted in its place:
"Termination Date": November 28, 1995, subject
to extension, as provided for in Section 2.18.
5. This Extension shall constitute the notice by the Agent
to the Lenders of the effectiveness of the Extension required pursuant to
Section 2.18(a)(ii) of the Credit Agreement .
6. Exhibit B to the Credit Agreement (Commitments and
Commitment Percentages) in effect as of the date hereof is hereby
republished and attached to this Extension as Exhibit 1.
7. The Borrower hereby (a) reaffirms and admits the validity
and enforceability of the Loan Documents in accordance with their terms and
all of its obligations thereunder, (b) agrees and admits that it has no
defenses to or offsets against any of its obligations to either Agent or
any Lender thereunder, and (c) represents and warrants that the represen-
tations and warranties made by it in the Credit Agreement are true and cor-
rect in all material respects on and as of the date hereof.
8. The Borrower has heretofore delivered to the Agent and
the Lenders copies of the audited Consolidated and Consolidating Balance
Sheets of the Borrower as of July 31, 1994, and the related Consolidated
and Consolidating Statements of Operations, Stockholders' Equity and Cash
Flows for the fiscal years of the Borrower then ended. The Financial
Statements fairly present the Consolidated and Consolidating financial
condition and results of the operations of the Borrower and its Sub-
sidiaries as of the date and for the period indicated therein (subject, in
the case of such unaudited statements, to normal year-end adjustments) and
have been prepared in conformity with GAAP. Except as reflected in the
Financial Statements or in the notes thereto, neither the Borrower nor any
Subsidiary has any obligation or liability of any kind (whether fixed, ac-
crued, contingent, unmatured or otherwise) which, in accordance with GAAP,
should have been shown on the Financial Statements and was not. Since the
date of the Financial Statements, the Borrower and each Subsidiary has con-
ducted its business only in the ordinary course and there has been no
Material Adverse Change.
9. Schedule A attached hereto sets forth all actions, suits
or proceedings at law or in equity or by or before any Governmental
Authority (whether or not purportedly on behalf of the Borrower or any
Subsidiary) pending or, to the knowledge of the Borrower, threatened
against the Borrower, any Subsidiary or any of their respective Properties
or rights, which, if adversely determined, could have a Material Adverse
Effect.
10. This Extension may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one amendment. It shall not be necessary in making proof of
this Extension to produce or account for more than one counterpart signed
by each party.
11. This Extension is being delivered in and is intended to
be performed in the State of New York and shall be construed and
enforceable in accordance with, and be governed by, the internal laws of
the State of New York without regard to principles of conflict of laws.
12. Except as amended hereby, the Credit Agreement shall in
all other respects remain in full force and effect.
13. This Extension and all documents, agreements, under-
standings and arrangements relating to this transaction have been
negotiated, executed and delivered on behalf of the Borrower by the
trustees or officers thereof in their representative capacity under the
Declaration of Trust, and not individually, and bind only the trust estate
of the Borrower, and no trustee, officer, employee, agent or shareholder of
the Borrower shall be bound or held to any personal liability or
responsibility in connection with the agreements, obligations and
undertakings of the Borrower hereunder, and any person or entity dealing
with the Borrower in connection therewith shall look only to the trust
estate for the payment of any claim or for the performance of any
agreement, obligation or undertaking thereunder. The Agent and each Lender
hereby acknowledge and agree that each agreement and other document
executed by the Borrower in accordance with or in respect of this transac-
tion shall be deemed and treated to include in all respects and for all
purposes the foregoing exculpatory provision.
IN WITNESS WHEREOF, the parties hereto have caused this
Extension Agreement to be duly executed as of the date first above written.
NEW PLAN REALTY TRUST
By: /s/ Dean Bernstein
Name: Dean Bernstein
Title: Vice President
THE BANK OF NEW YORK,
Individually and as Agent
By: /s/ Andrea Stuart
Name: Andrea Stuart
Title: Vice President
FLEET BANK, N.A.
By: /s/ John G. Christensen
Name: John G. Christensen
Title: Vice President
CORESTATES BANK NA
By: /s/ Gary S. Kinn
Name: Gary S. Kinn
Title: Vice President
<PAGE>
EXHIBIT 1
to Credit Agreement
LIST OF COMMITMENTS
___________________
Commitment
Bank Commitment Percentage
____ __________ __________
The Bank of $45,000,000 45%
New York
Fleet Bank, N.A. $35,000,000 35%
CoreStates Bank NA $20,000,000 20%
TOTAL $100,000,000 100%
============ ====
<PAGE>
SCHEDULE A
Actions and Proceeding
______________________
None
<PAGE>
EXHIBIT 10.5
____________
AMENDMENT NO. 2 TO
REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of July 20, 1995, to the
REVOLVING CREDIT AGREEMENT (the "Credit Agreement"), dated as of December
30, 1993, by and among NEW PLAN REALTY TRUST, a Massachusetts business
trust (the "Borrower"), the Lenders party thereto and THE BANK OF NEW YORK,
as agent (in such capacity, the "Agent").
RECITALS
A. The Credit Agreement was previously (i) amended pursuant to that
certain Amendment No. 1 to Revolving Credit Agreement, dated as of
September 20, 1994, by and among the Borrower, the Lenders party thereto
and the Agent, and (ii) extended pursuant to the terms of the Credit
Agreement and that certain Extension Request and Consent, dated as of De-
cember 1, 1994, by and among Borrower, the Lenders party thereto and the
Agent. Capitalized terms used herein which are not defined herein and
which are defined in the Credit Agreement, as amended, shall have the same
meanings as therein defined.
B. The Borrower has requested that subsection (a) of Section 8.1 of
the Credit Agreement be amended as hereinafter set forth.
In consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
1. Subsection (a) of Section 8.1 of the Credit Agreement
("Indebtedness") is hereby deleted in its entirety and the following new
subsection (a) shall be substituted in its place:
(a) Create, incur, assume or suffer to exist at any time any li-
ability for Indebtedness (including outstanding Indebtedness under the Loan
Documents), or permit any Subsidiary so to do, which, when added to all
other Indebtedness of the Borrower and its Subsidiaries, would exceed the
lesser of (i) 65% of Tangible Net Worth and (ii) $350,000,000.
2. Section 2.18 (iii) of the Credit Agreement is hereby amended by
deleting the number "33-1/3%" and substituting therefor the following
phrase: "49% (or 33-1/3% at any time that the applicable percentage in the
definition of Required Lenders is 66-2/3%)".
3. This Amendment shall not be deemed effective until such time as
the Agent shall have received a copy of this Amendment duly executed by
each party hereto.
4. The Borrower hereby (a) reaffirms and admits the validity and
enforceability of the Loan Documents in accordance with their terms and all
of its obligations thereunder, (b) agrees and admits that it has no
defenses to or offsets against any of its obligations to either Agent or
any Lender thereunder, (c) represents and warrants that there exists no
Default or Event of Default, and (d) represents and warrants that the
representations and warranties made by it in the Credit Agreement are true
and correct in all material respects on and as of the date hereof.
5. This Amendment may be executed in any number of counterparts,
each of which shall be an original and all of which shall constitute one
amendment. It shall not be necessary in making proof of this Amendment to
produce or account for more than one counterpart signed by the party to be
charged.
6. This Amendment is being delivered in and is intended to be
performed in the State of New York and shall be construed and enforceable
in accordance with, and be governed by, the internal laws of the State of
New York without regard to principles of conflict of laws.
7. Except as amended hereby, and by the Amendment No. 1 referred to
above, the Credit Agreement shall in all other respects remain in full
force and effect.
8. This Amendment and all documents, agreements, understandings and
arrangements relating to this transaction have been negotiated, executed
and delivered on behalf of the Borrower by the trustees or officers thereof
in their representative capacity under the Declaration of Trust, and not
individually, and bind only the trust estate of the Borrower, and no
trustee, officer, employee, agent or shareholder of the Borrower shall be
bound or held to any personal liability or responsibility in connection
with the agreements, obligations and undertakings of the Borrower
hereunder, and any person or entity dealing with the Borrower in connection
therewith shall look only to the trust estate for the payment of any claim
or for the performance of any agreement, obligation or undertaking
thereunder. The Agent and each Lender hereby acknowledge and agree that
each agreement and other document executed by the Borrower in accordance
with or in respect of this transaction shall be deemed and treated to
include in all respects and for all purposes the foregoing exculpatory
provision.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
NEW PLAN REALTY TRUST
By: /s/ Dean Bernstein
Name: Dean Bernstein
Title: Vice President
THE BANK OF NEW YORK,
Individually and as Agent
By: /s/ Andrea Stuart
Name: Andrea Stuart
Title: Vice President
FLEET BANK, N.A.
By: /s/ Mark E. Dalton
Name: Mark E. Dalton
Title: Vice President
CORESTATES BANK NA
By: /s/ Gary S. Kinn
Name: Gary S. Kinn
Title: Vice President
<PAGE>
EXHIBIT 10.7
____________
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trust (as
defined below) or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
REGISTERED PRINCIPAL AMOUNT
No.: 1 $100,000,000
CUSIP No.: 648059AD5
NEW PLAN REALTY TRUST
7 3/4% SENIOR NOTE DUE APRIL 6, 2005
NEW PLAN REALTY TRUST, a Massachusetts business trust (hereinafter
called the "Trust," which term shall include any successor corporation
under the Senior Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, upon
presentation, the principal sum of ONE HUNDRED MILLION DOLLARS on April 6,
2005, and to pay interest on the outstanding principal amount thereon from
April 6, 1995, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on
April 6 and October 6 in each year, commencing April 6, 1995, at the rate
of 7 3/4% per annum, until the entire principal amount hereof is paid or
made available for payment. The interest so payable, and punctually paid
or duly provided for on any Interest Payment Date, as provided in the
Senior Indenture, will be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on
the Regular Record Date for such interest which shall be the March 15 or
September 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder
on such Regular Record Date, and may either be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice thereof shall be
given to Holders of Notes of this series not more than 15 days and not less
than 10 days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Senior Indenture. Payment of the principal of and interest on this Note
will be made at the office or agency of the Trust maintained for that
purpose in the City of New York, State of New York, or elsewhere as
provided in the Senior Indenture, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the
Trust payment of interest may be made by (i) check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register kept for the Notes pursuant to Section 305 of the Senior Indenture
(the "Note Register") or (ii) transfer to an account of the Person entitled
thereto located inside the United States.
This Note is one of a duly authorized issue of securities of the Trust
(herein called the "Notes"), issued and to be issued in one or more series
under a Senior Securities Indenture, dated as of March 29, 1995, as
supplemented from time to time in accordance with its terms (herein called
the "Senior Indenture"), between the Trust and The First National Bank of
Boston (herein called the "Trustee," which term includes any successor
trustee under the Senior Indenture with respect to the Notes), to which
Senior Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the
Trust, the Trustee and the Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated as the "7 3/4% Senior Notes due April 6,
2005," limited in aggregate principal amount to $100,000,000.
This Note is neither redeemable at the option of the Trust nor at the
option of the Holder.
The Senior Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Trust on this Note and (b) certain
restrictive covenants and the related defaults and Events of Default
applicable to the Trust, in each case, upon compliance by the Trust with
certain conditions set forth in the Senior Indenture, which provisions
apply to this Note.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Senior Indenture.
As provided in and subject to the provisions of the Senior Indenture,
the Holder of this Note shall not have the right to institute any
proceeding with respect to the Senior Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Notes, the Holders of not less than
25% in principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable
indemnity and the Trustee shall not have received from the Holders of a
majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or any interest on or after the respective due dates
expressed herein.
The Senior Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Trust and the rights of the Holders of the Notes under
the Senior Indenture at any time by the Trust and the Trustee with the
consent of the Holders of not less than a majority in principal amount of
the Outstanding Notes. The Senior Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Notes at the time Outstanding, on behalf of the Holders of all Notes, to
waive compliance by the Trust with certain provisions of the Senior
Indenture and certain past defaults under the Senior Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Senior Indenture and no provision of this
Note or of the Senior Indenture shall alter or impair the obligation of the
Trust, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Senior Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Note
Register, upon surrender of this Note for registration of transfer at the
office or agency of the Trust in any Place of Payment where the principal
of and interest on this Note are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Trust and
the Security Register for the Notes (the "Note Registrar") duly executed
by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Senior Indenture and subject to certain limitations therein
set forth, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Trust may require payment of a sum sufficient to cover
any tax or other government charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Trust, the Trustee and any agent of the Trust or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Trust,
the Trustee nor any such agent shall be affected by notice to the contrary.
No recourse under or upon any obligation, covenant or agreement
contained in the Senior Indenture or in this Note, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such
or, against any past, present or future shareholder, officer or director,
as such, of the Trust or of any successor, either directly or through the
Trust or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of this Note by the Holder thereof
and as part of the consideration for the issue of the Notes.
All terms used in this Note which are defined in the Senior Indenture
shall have the meanings assigned to them in the Senior Indenture.
THE SENIOR INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Trust has caused "CUSIP" numbers to
be printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP
numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed hereon.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Note shall not be
entitled to any benefit under the Senior Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed under its trust seal this 6th day of April, 1995.
NEW PLAN REALTY TRUST
By:/s/ Arnold Laubich
________________________
Name: Arnold Laubich
Title: President
Attest:
By: /s/ Joel F. Crystal
_______________________
Name: Joel F. Crystal
Title: Assistant Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Notes of the series designated "7 3/4% Senior Notes
due April 6, 2005" referred to in the within-mentioned Senior Indenture.
THE FIRST NATIONAL BANK OF BOSTON,
as Trustee
By: /s/ Kecia R. Banks
_____________________
Authorized Signatory
<PAGE>
___________________________________________________________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
________________________________ ________________________________________
___________________________________________________________________________
(Please Print or Typewrite Name and Address
including Zip Code of Assignee)
___________________________________________________________________________
the within Note of New Plan Realty Trust and irrevocably constitutes and
appoints
___________________________________________________________________________
Attorney to transfer said Note on the books of the within-named Trust with
full power of substitution in the premises.
Dated:______________________________ ___________________________________
___________________________________
NOTICE: The signature to this assignment must correspond with the name as
it appears on the first page of the within Note in every particular,
without alteration or enlargement or any change whatever.
___________________________________________________________________________
<PAGE>
EXHIBIT 10.8
____________
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trust (as
defined below) or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
REGISTERED PRINCIPAL AMOUNT
No.: 1 $81,000,000
CUSIP No.: 648059AC7
NEW PLAN REALTY TRUST
6.80% SENIOR NOTE DUE MAY 15, 2002
NEW PLAN REALTY TRUST, a Massachusetts business trust (hereinafter
called the "Trust," which term shall include any successor corporation
under the Senior Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, upon
presentation, the principal sum of EIGHTY-ONE MILLION DOLLARS on May 15,
2002, and to pay interest on the outstanding principal amount thereon from
June 7, 1995, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on
May 15 and November 15 in each year, commencing November 15, 1995, at the
rate of 6.80% per annum, until the entire principal amount hereof is paid
or made available for payment. The interest so payable, and punctually
paid or duly provided for on any Interest Payment Date, as provided in the
Senior Indenture, will be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on
the Regular Record Date for such interest which shall be the May 1 or
November 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder
on such Regular Record Date, and may either be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice thereof shall be
given to Holders of Notes of this series not more than 15 days and not less
than 10 days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Senior Indenture. Payment of the principal of and interest on this Note
will be made at the office or agency of the Trust maintained for that
purpose in the City of New York, State of New York, or elsewhere as
provided in the Senior Indenture, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the
Trust payment of interest may be made by (i) check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register kept for the Notes pursuant to Section 305 of the Senior Indenture
(the "Note Register") or (ii) transfer to an account of the Person entitled
thereto located inside the United States.
This Note is one of a duly authorized issue of securities of the Trust
(herein called the "Notes"), issued and to be issued in one or more series
under a Senior Securities Indenture, dated as of March 29, 1995, as
supplemented from time to time in accordance with its terms (herein called
the "Senior Indenture"), between the Trust and The First National Bank of
Boston (herein called the "Trustee," which term includes any successor
trustee under the Senior Indenture with respect to the Notes), to which
Senior Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the
Trust, the Trustee and the Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated as the "6.80% Senior Notes due May 15, 2002,"
limited in aggregate principal amount to $81,000,000.
This Note is neither redeemable at the option of the Trust nor at the
option of the Holder.
The Senior Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Trust on this Note and (b) certain
restrictive covenants and the related defaults and Events of Default
applicable to the Trust, in each case, upon compliance by the Trust with
certain conditions set forth in the Senior Indenture, which provisions
apply to this Note.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Senior Indenture.
As provided in and subject to the provisions of the Senior Indenture,
the Holder of this Note shall not have the right to institute any
proceeding with respect to the Senior Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Notes, the Holders of not less than
25% in principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable
indemnity and the Trustee shall not have received from the Holders of a
majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or any interest on or after the respective due dates
expressed herein.
The Senior Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Trust and the rights of the Holders of the Notes under
the Senior Indenture at any time by the Trust and the Trustee with the
consent of the Holders of not less than a majority in principal amount of
the Outstanding Notes. The Senior Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Notes at the time Outstanding, on behalf of the Holders of all Notes, to
waive compliance by the Trust with certain provisions of the Senior
Indenture and certain past defaults under the Senior Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Senior Indenture and no provision of this
Note or of the Senior Indenture shall alter or impair the obligation of the
Trust, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Senior Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Note
Register, upon surrender of this Note for registration of transfer at the
office or agency of the Trust in any Place of Payment where the principal
of and interest on this Note are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Trust and
the Security Register for the Notes (the "Note Registrar") duly executed
by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Senior Indenture and subject to certain limitations therein
set forth, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Trust may require payment of a sum sufficient to cover
any tax or other government charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Trust, the Trustee and any agent of the Trust or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Trust,
the Trustee nor any such agent shall be affected by notice to the contrary.
No recourse under or upon any obligation, covenant or agreement
contained in the Senior Indenture or in this Note, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such
or, against any past, present or future shareholder, officer or trustee, as
such, of the Trust or of any successor, either directly or through the
Trust or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of this Note by the Holder thereof
and as part of the consideration for the issue of the Notes.
This Note and all documents, agreements, understandings and
arrangements relating to this Note have been executed by the undersigned in
his capacity as an officer or trustee of the Trust which has been formed as
a Massachusetts business trust pursuant to a Declaration of Trust of New
Plan Realty Trust dated as of July 31, 1972, as amended, and not
individually, and neither the trustees, officers or shareholders of the
Trust shall be bound or have any personal liability hereunder or
thereunder. Each Holder shall look solely to the assets of the Trust for
satisfaction of any liability of the Trust in respect of this Note and all
documents, agreements, understandings and arrangements relating to this
Note and will not seek recourse or commence any action against any of the
trustees, officers or shareholders of the Trust or any of their personal
assets for the performance or payment of any obligation hereunder or
thereunder.
All terms used in this Note which are defined in the Senior Indenture
shall have the meanings assigned to them in the Senior Indenture.
THE SENIOR INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Trust has caused "CUSIP" numbers to
be printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP
numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed hereon.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Note shall not be
entitled to any benefit under the Senior Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed under its trust seal this 7th day of June, 1995.
NEW PLAN REALTY TRUST
By:/s/ Arnold Laubich
________________________
Name: Arnold Laubich
Title: Presdient
Attest:
By:/s/ Steven Siegel
______________________
Name: Steven Siegel
Title: Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Notes of the series designated "6.80% Senior Notes
due May 15, 2002" referred to in the within-mentioned Senior Indenture.
THE FIRST NATIONAL BANK OF BOSTON,
as Trustee
By:/s/ Kecia R. Banks
________________________
Authorized Signatory
<PAGE>
___________________________________________________________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
___________________________________ ___________________________________
___________________________________________________________________________
(Please Print or Typewrite Name and Address
including Zip Code of Assignee)
___________________________________________________________________________
the within Note of New Plan Realty Trust and irrevocably constitutes and
appoints
___________________________________________________________________________
Attorney to transfer said Note on the books of the within-named Trust with
full power of substitution in the premises.
Dated:__________________________ ________________________________________
________________________________________
NOTICE: The signature to this assignment must correspond with the name as
it appears on the first page of the within Note in every particular,
without alteration or enlargement or any change whatever.
<PAGE>
EXHIBIT 11
__________
Statement of Computation of Earnings Per Share
for the Twelve Months Ended July 31, 1995
Fully
Primary EPS Diluted EPS
___________ ___________
1. Proceeds Upon Exercise of
Options $41,250,925 $41,250,925
2. Market Price of Shares:
Closing $21.750
Average $21.042
3. Treasury Shares that Could be
Repurchased 1,960,409 1,896,594
4. Option Shares Outstanding 2,078,850 2,078,850
5. Common Stock Equivalents 118,441 182,256
6. Average Number of Shares
Outstanding 52,894,355 52,894,355
7. Total of Common and Common
Equivalent Shares 53,012,796 53,076,611
8. Net Income for the Period 62,715,873 62,715,873
9. Earnings Per Share $1.18 $1.18
10. Reported Earnings Per Share $1.18 N/A
<PAGE>
EXHIBIT 21
__________
SUBSIDIARIES OF THE REGISTRANT
______________________________
New Plan Realty Trust, the Registrant, has five significant
subsidiaries:
New Plan Securities Corp., a New York corporation.
New Plan Realty of Alabama, Inc., an Alabama corporation.
Avion Service Corp., a Pennsylvania corporation.
New Plan Realty of Kingsport, Inc., a Tennessee corporation.
New Plan Factory Malls, Inc., a Delaware Corporation
<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, 33-60045
and 33-60315) and on Forms S-8 (33-57946 and 33-59077) of our report
dated September 15, 1995, except for Note P, as to which the date is
September 22, 1995, on our audits of the consolidated financial statements
and financial statement schedules of New Plan Realty Trust and
Subsidiaries, as of July 31, 1995 and 1994 and for the years ended July 31,
1995, 1994 and 1993, which report is included in this Annual Report on Form
10-K.
COOPERS & LYBRAND L.L.P.
New York, New York
October 5, 1995
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This Schedule contains summary financial information
extracted from the consolidated balance sheets and consolidated
statements of income and is qualified in its entirety by
reference to such financial statements.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JUL-31-1995
<CASH> 51,889
<SECURITIES> 6,051
<RECEIVABLES> 6,864
<ALLOWANCES> 2,923
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 765,080
<DEPRECIATION> 64,007
<TOTAL-ASSETS> 796,636<FN>(1)
<CURRENT-LIABILITIES> 0
<BONDS> 206,652
<COMMON> 619,192
0
0
<OTHER-SE> (48,663)
<TOTAL-LIABILITY-AND-EQUITY> 796,636<FN>(2)
<SALES> 0
<TOTAL-REVENUES> 130,576
<CGS> 0
<TOTAL-COSTS> 57,441
<OTHER-EXPENSES> 2,516
<LOSS-PROVISION> 958
<INTEREST-EXPENSE> 7,174
<INCOME-PRETAX> 62,716
<INCOME-TAX> 0
<INCOME-CONTINUING> 62,716
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 62,716
<EPS-PRIMARY> 1.19
<EPS-DILUTED> 1.19
<FN>
<F1> Included in Total Assets but not listed: Mortgages
Receivable ($22,874), Other Receivables ($1,122),
Prepaid Expenses and Deferred Charges ($5,056), and
Other Assets ($1,707) which total $30,759.
<F2> Included in Total Liabilities but not listed: Other
Liabilities ($16,745), and Tenants' Security Deposits
($2,710), which total $19,455.
</FN>
</TABLE>
