<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW PLAN REALTY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS DECLARATION OF TRUST)
MASSACHUSETTS 13-1995781
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 869-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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WILLIAM NEWMAN
CHIEF EXECUTIVE OFFICER
NEW PLAN REALTY TRUST
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 869-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
STEVEN SIEGEL, ESQ.
NEW PLAN REALTY TRUST
1120 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT AGGREGATE AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Shares of Beneficial
Interest without par
value................ 5,000,000 shares $22.375 $111,875,000 $38,578
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Registrant's Shares, as reported on the New York Stock Exchange Composite
Transactions on June 14, 1995.
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<PAGE>
PROSPECTUS
NEW PLAN REALTY TRUST
[LOGO OF NEW PLAN REALTY TRUST APPEARS HERE]
DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
5,000,000 SHARES OF BENEFICIAL INTEREST
(Without Par Value)
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The Distribution Reinvestment and Share Purchase Plan (the "Plan") of New
Plan Realty Trust (the "Trust") provides owners of the Trust's Shares of
Beneficial Interest, without par value (the "Shares") with a convenient and
economical way of investing cash distributions and optional cash payments in
additional Shares without payment of any brokerage commission, service charge
or other expense.
Participants in the Plan may:
--have cash distributions on all of the Shares owned by them automatically
reinvested, and have the option of investing limited additional amounts by
making cash payments, or
--have cash distributions on less than all of such Shares automatically
reinvested while continuing to receive the remainder of their cash
distributions, and have the option of investing limited additional amounts
by making cash payments, or
--invest only by making optional cash payments of not less than $100 per
payment nor more than $20,000 per quarter.
The price per Share for the additional Shares purchased with invested
distributions will be 5% below the average of the high and low sales prices
for Shares on the cash distribution payment date as reported in The Wall
Street Journal (or if The Wall Street Journal is not published on that date,
as reported in The New York Times or by any other appropriate method) (each
such source, the "Published Authority") for New York Stock Exchange Composite
Transactions.
The purchase price of Shares purchased with the optional cash payments will
be 100% of the average of the aforementioned high and low sales prices on the
investment date as reported in the Published Authority.
If a shareholder does not wish to participate in the Plan, such shareholder
will receive distributions, as declared, by check as usual.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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The date of this Prospectus is June 16, 1995
<PAGE>
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such information or representation must not be relied upon as having
been authorized by the Trust. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Trust is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Trust with the Commission in
accordance with the Exchange Act can be inspected and copied at the
Commission's Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the Commission, Seven
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Shares are listed on the New York Stock Exchange and similar information
concerning the Trust can be inspected and copied at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Trust has filed with the Commission a registration statement (the
"Registration Statement") (of which this Prospectus is a part) under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Shares. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this Prospectus as to the contents of any contract or other document which
is filed as an exhibit to the Registration Statement are not necessarily
complete, and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference and the exhibits
and schedules thereto. For further information regarding the Trust and the
Shares, reference is hereby made to the Registration Statement and such
exhibits and schedules which may be obtained from the Commission at its
principal office in Washington, D.C. upon payment of the fees prescribed by
the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Trust with the Commission
and are incorporated herein by reference:
1. The Trust's Annual Report on Form 10-K for the year ended July 31,
1994, filed October 14, 1994 pursuant to the Exchange Act, Form 10-K/A,
Amendment No. 1 thereto filed December 12, 1994, and Form 10-K/A, Amendment
No. 2 thereto filed February 14, 1995.
2. The Trust's Quarterly Reports on Form 10-Q for the three-month periods
ended October 31, 1994, January 31, 1995 and April 30, 1995, filed on
December 9, 1994, March 13, 1995 and June 8, 1995, respectively, pursuant
to the Exchange Act.
2
<PAGE>
3. The Trust's Report on Form 8-K dated August 8, 1994, filed August 8,
1994 pursuant to the Exchange Act.
4. The Trust's Reports on Form 8-K/A dated September 1, 1994, filed
September 1, 1994 pursuant to the Exchange Act, and on Form 8-K/A Amendment
No. 2 relating thereto dated March 23, 1995, filed March 23, 1995 pursuant
to the Exchange Act.
5. The Trust's Reports on Form 8-K/A dated October 6, 1994, filed October
6, 1994 pursuant to the Exchange Acts, and on Form 8-K/A Amendment No. 2
relating thereto dated March 23, 1995, filed March 23, 1995 pursuant to the
Exchange Act.
6. The Trust's Report on Form 8-K dated March 28, 1995, filed March 28,
1995 pursuant to the Exchange Act.
7. The Trust's Reports on Form 8-K dated May 30, 1995, filed May 30, 1995
pursuant to the Exchange Act, and on Form 8-K/A relating thereto dated May
31, 1995, filed May 31, 1995 pursuant to the Exchange Act.
8. Item 1 of the Trust's registration statement on Form 8-A, as amended,
filed May 19, 1986 pursuant to Section 12 of the Exchange Act.
All reports and other documents subsequently filed by the Trust pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in and to be a part of
this Prospectus from the date of filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in the Registration Statement containing this Prospectus or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request. Requests should be
directed to New Plan Realty Trust, Attention: Ronald Frankel, 1120 Avenue of
the Americas, New York, New York 10036; (212) 869-3000.
3
<PAGE>
THE TRUST
New Plan Realty Trust (the "Trust"), one of the largest publicly traded real
estate investment trusts in the United States based on the aggregate market
value of its outstanding Shares, is a self-administered and self-managed equity
real estate investment trust which primarily owns shopping centers. The Trust's
present equity investments consist principally of 103 shopping centers, with
approximately 13,615,000 gross rentable square feet, five factory outlet
centers with approximately 1,559,000 gross rentable square feet and 23 garden
apartment complexes containing 4,824 apartment units. These properties are
located in 20 states. Since the organization of the corporate predecessor of
the Trust in 1962, the Trust and its predecessor have been directed by members
of the Newman family. The Newman family has been active in real estate
ownership and management since 1926.
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 also seeks to achieve income growth through a program of
expansion, renovation, leasing, re-leasing and improving the tenant mix of its
shopping centers and factory outlet centers. The Trust minimizes development
risks by generally purchasing existing income-producing properties.
The Trust, a Massachusetts business trust, maintains its offices at 1120
Avenue of the Americas, New York, New York 10036, and its telephone number is
(212) 869-3000. The Trust employs approximately 315 individuals, including
executive, administrative and field personnel. Trust personnel lease, manage
and maintain or supervise the maintenance of all of the Trust's properties.
DESCRIPTION OF THE PLAN
The following, in question and answer form, is a summary description of the
provisions of the Distribution Reinvestment and Share Purchase Plan (the
"Plan") of the Trust.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Plan is to provide
owners of Shares with a convenient and economical way of reinvesting cash
distributions in new Shares at a price 5% below market value and/or making
optional cash payments in new Shares at 100% of market value, without payment
of any brokerage commission, service charge or other expense. Since new Shares
will be purchased from the Trust, the Trust will receive additional funds which
will be used to make future property acquisitions, to finance property
expansions and renovations underway and planned, to repay indebtedness and for
general Trust purposes.
ADVANTAGES
2. What are the advantages of the Plan? Participants in the Plan
("Participants") may purchase Shares quarterly with cash distributions on all
or part of the Shares owned of record or beneficially by them. (See Questions 4
and 5 for information on who is eligible to participate and how to
participate.) Participants also may purchase Shares quarterly with optional
cash payments of not less than $100 nor more than $20,000 per quarter. The
price of Shares purchased with cash distributions will be 5% below the market
price (determined as set forth in the response to Question 11), and the price
of Shares purchased with optional cash payments will be 100% of the market
price.
4
<PAGE>
Participants are not required to pay any brokerage commission, service
charge or other expense in connection with purchases under the Plan. Full
reinvestment of funds is possible under the Plan because the Plan permits
fractions of Shares, as well as full Shares, to be purchased for Participants.
In addition, distributions on such fractions, as well as on full Shares, will
be used to purchase additional Shares for Participants. Participants also
avoid the necessity for safekeeping certificates representing the Shares
credited to their accounts and have increased protection against loss, theft
or destruction of such certificates. Furthermore, underlying certificates for
Shares may be deposited by Participants for safekeeping as more fully
explained in the answer to Question 21. Regular statements will provide
Participants with a record of each transaction. All Share purchases, by either
reinvestment of distributions or optional cash payments, will be credited to
the Participant's account representing certificated and non-certificated
Shares subject to the Plan (the "Plan Account") on the records of the Trust.
ADMINISTRATION
3. Who administers the Plan? The Trust alone, or in conjunction with the
distribution reinvestment agent, which is currently The First National Bank of
Boston (the "Agent"), administers the Plan for Participants, keeps records,
sends statements of account to Participants and performs other duties relating
to the Plan. Shares purchased under the Plan will be registered in the
Participant's name and will be credited to the Participant's Plan Account on
the records of the Trust.
ELIGIBILITY AND PARTICIPATION
4. Who is eligible to participate? All holders of record of Shares are
eligible to participate in the Plan. Beneficial owners whose Shares are
registered in names other than their own (for instance, in the name of a
broker, bank nominee or other record holder) must either arrange participation
with the broker, bank nominee or other record holder or have their Shares
transferred into their own names. Although the Shares are not registered in
their own names, the Trust may permit participants in its employee benefits
plan to participate in the Plan on such terms and conditions as the Trust may
from time to time establish for such purpose. The Trust reserves the right to
refuse to permit a broker, bank nominee or other record holder to participate
in the Plan if the terms of such participation would in the Trust's judgment
result in excessive cost or burden on the Trust.
Shareholders who are citizens or residents of a country other than the
United States, its territories and possessions should make certain that their
participation does not violate local laws governing such things as taxes,
currency and exchange controls, stock registration, foreign investments and
related matters.
5. How does an eligible shareholder become a Participant? In order to
participate in the Plan, an eligible shareholder must properly complete the
Authorization Card furnished by the Agent and return it to New Plan Realty
Trust, c/o The First National Bank of Boston, Automatic Dividend Reinvestment
Unit, Mail Stop 45-01-06, P.O. Box 1681, Boston, MA 02105-1681. If the Shares
of an eligible participant are registered in more than one name (e.g., joint
tenants, trustees, etc.), all registered holders must sign the Authorization
Cards. An Authorization Card and postage-paid envelope are enclosed with this
Prospectus and additional cards may be obtained at any time by written or oral
request to New Plan Realty Trust, Investor Relations Department, 1120 Avenue
of the Americas, New York, New York 10036; (212) 869-3000.
6. What does the Authorization Card provide? The Authorization Card provides
for the purchase of additional Shares through the following investment options
offered under the Plan:
Full Distribution Reinvestment--Reinvest cash distributions on all Shares
owned by a Participant at 5% per Share less than the market price. Optional
cash payments of not less than $100 nor more than $20,000 may also be made
each quarter at 100% of the market price.
5
<PAGE>
Partial Distribution Reinvestment--Reinvest cash distribution on less
than all of the Shares owned by a Participant at 5% per Share less than the
market price and continue to receive cash distributions on the other
Shares. Optional cash payments of not less than $100 nor more than $20,000
may also be made each quarter at 100% of the market price.
Optional Payments Only--Invest by making optional cash payments of not
less than $100 nor more than $20,000 per quarter at 100% of the market
price.
Cash distributions on Shares credited to the Participant's Plan Account are
automatically reinvested to purchase additional Shares.
Shareholders who do not wish to participate in the Plan will receive cash
distributions, as declared, by check as usual.
7. Is partial participation possible under the Plan? A shareholder who
desires the distributions on only some full Shares to be reinvested under the
Plan may indicate such number of Shares on the Authorization Card under
"Partial Distribution Reinvestment." Cash distributions will continue to be
made on the remaining Shares.
8. When may an eligible shareholder join the Plan? If an Authorization Card
specifying "Full or Partial Distribution Reinvestment" is properly completed
and received by the Agent on or before the record date established for the
payment of a particular distribution (the date of each such payment, a
"Distribution Payment Date"), reinvestment of distributions will commence with
that distribution payment. Distribution Payment Dates normally occur on a
business day in the second week of January and in the first week of April,
July and October of the year. The record date normally occurs on the first
business day of January and on or about the fifteenth day of March, June and
September. If the Authorization Card is received by the Agent after the record
date established for the payment of a particular distribution, then the
reinvestment of distributions will not begin until the Distribution Payment
Date following the next record date. Based on the current distribution payment
schedule, the dates by which a Participant's Authorization Card should be
received are shown below:
<TABLE>
<CAPTION>
AUTHORIZATION CARD
TO INVEST NORMALLY MUST BE RECEIVED BY
DISTRIBUTION NORMALLY PAID DURING: THE RECORD DATE ON OR ABOUT:
---------------------------------- ----------------------------
<S> <C>
Second week of January..................... January 2
First week of April........................ March 15
First week of July......................... June 15
First week of October...................... September 15
</TABLE>
COSTS
9. Are there any expenses to Participants in connection with purchases under
the Plan? No. Participants will incur no brokerage commissions, service
charges or other expenses for purchases made under the Plan. Any costs of
administration of the Plan will be borne by the Trust.
PURCHASES
10. How many Shares will be purchased for Participants? The number of Shares
to be purchased will be determined by the amount of the Participant's
distributions being reinvested, or optional cash payments, or both, and the
price of the Shares. Each Participant's Plan Account will be credited with the
number of Shares, including fractional Shares computed to three decimal
places, equal to the amount of the distributions to be reinvested divided by
the applicable purchase price and the total amount of any optional cash
payments to be invested divided by the applicable purchase price.
6
<PAGE>
11. How will the purchase price of Shares be determined? The price of Shares
purchased with distribution reinvested cash will be 5% less than the average
of the high and low sales prices of the Shares as reported in the Published
Authority for New York Stock Exchange Composite Transactions, on the
Distribution Payment Date or if Shares are not traded on that day, on the next
preceding day on which the Shares have been traded. The price of Shares
purchased with optional cash payments will be 100% of such average.
12. Will certificates be issued to Participants for Shares purchased under
the Plan? Although the Trust reserves the right at any time to issue
certificates for any number of Shares in a Participant's Plan Account, Shares
purchased under the Plan will be credited to a Participant's Plan Account and
will be shown on a Participant's statement of account as noncertificated
Shares. Certificates for the Shares purchased pursuant to the Plan will be
issued to Participants upon their written request, except that no certificates
will be issued for fractional Shares. A Participant requesting a certificate
for all the Shares in such Participant's Plan Account will receive cash for
the fractional Shares based on the then market value of any fractional Shares.
Distributions on any Shares remaining in a Participant's Plan Account after
issuance of certificates will continue to be reinvested in additional Shares
until participation in the Plan is terminated. Distributions on Shares
represented by certificates will be paid by check as usual unless and until
the Participant submits an Authorization Card to reinvest distributions on
such Shares. (See Question 20 for instructions on certificate issuance and
Questions 22 and 23 for information on termination of participation in the
Plan.)
OPTIONAL CASH PAYMENTS
13. Who is eligible to make optional cash payments? Owners of the Shares who
have executed an Authorization Card are eligible to make optional cash
payments, provided that such Authorization Card is received by the Agent on or
before the record date established for the payment of a particular
distribution. (See Question 8 for the definition of the record date with
respect to the payment of a particular distribution.) Checks or money orders
must be in U.S. dollars and should be made payable to New Plan Realty Trust
and mailed to New Plan Realty Trust, c/o The First National Bank of Boston,
Automatic Dividend Reinvestment Unit, Mail Stop 45-01-06, P.O. Box 1681,
Boston, MA 02105-1681. Payments delivered to any other address will not
constitute valid delivery. (See Question 14 for information on the investment
dates of optional cash payments.)
14. When will optional cash payments be invested? Optional cash payments
will be invested in additional Shares and credited to a Participant's Plan
Account on a business day in the second week of January and the first week of
April, July and October, which date shall be the same as the Distribution
Payment Date for the particular quarterly distribution (the "Investment
Date"). Optional cash payments received from a Participant within 75 days
prior to, but no later than 5 business days prior to, a quarterly Investment
Date will be applied towards the purchase of additional Shares as of that
Investment Date. Optional cash payments received more than 75 or less than
five business days prior to the next succeeding Investment Date will be
returned to the Participant. No interest will be paid on funds received and
held for the purchase of Shares under the Plan. No funds will be deemed
received, nor will any funds be eligible to be invested, until the check
therefor shall have cleared and such funds shall have been duly credited to
the Trust's account.
15. At what price will optional cash payments be invested? The price at
which Shares will be purchased by optional cash payments on each Investment
Date will be the average of the high and low sales prices of the Shares as
reported in the Published Authority for New York Stock Exchange--Composite
Transactions on the Investment Date or if Shares are not traded on that day,
on the next preceding day on which the Shares have been traded.
7
<PAGE>
16. Are there any limitations on cash payments? Optional cash payments may
not be less than $100 per payment or more than $20,000 total per quarter. The
amount of each such cash payment may vary within the foregoing limits and
there is no obligation to make optional cash payments on a regular basis.
17. How will distributions paid on Shares purchased through optional cash
payments be handled? Shares purchased through optional cash payments will be
credited to a Participant's Plan Account as noncertificated Shares unless a
Participant requests that a certificate for such Shares be sent to such
Participant. Cash distributions on all Shares held in a Participant's Plan
Account under the Plan are automatically reinvested to purchase additional
Shares which will be reflected in such Participant's Plan Account.
REPORTS TO PARTICIPANTS
18. What kind of reports will be sent to Participants in the Plan? Upon
investment of optional cash payments, Participants will receive a statement
indicating the purchase price, the number of Shares purchased, the number of
Shares in the Participant's Plan Account, the number of Shares represented by
certificates held by the Participant, and the total number of Shares owned by
the Participant. As soon as practicable after each Distribution Payment Date,
a Participant in the distribution reinvestment portion of the Plan will
receive a statement showing the total distribution, amount of the distribution
reinvested, the purchase price per Share, the number of Shares purchased, the
number of Shares in the Participant's Plan Account, the number of Shares
represented by certificates held by the Participant, and the total number of
Shares owned by the Participant. These statements are a record of the cost of
purchases under the Plan and should be retained for tax purposes. In addition,
each Participant will receive copies of the Trust's annual and other reports
to shareholders, proxy statements and income tax information for reporting
distributions.
DISTRIBUTIONS
19. Will Participants be credited with distributions on Shares held in their
Plan Accounts? Participants enrolled in the distribution reinvestment portion
of the Plan will have distributions attributable to that number of their
Shares with which they have elected to participate in the Plan as of the
distribution record date (including all Shares in the Participant's Plan
Account) reinvested on the Distribution Payment Date in additional Shares. On
the other hand, shareholders whose participation is limited to optional cash
payments will receive distribution checks on all of their certificated Shares,
but distributions on their noncertificated Shares will be reinvested in
additional Shares on the Distribution Payment Date.
SHARE CERTIFICATES
20. How may a Participant obtain certificates for Shares purchased under the
Plan? A Participant who has purchased Shares under the Plan may obtain
certificates for those Shares in such Participant's Plan Account at any time
by requesting the Trust or the Agent in writing to that effect. This notice
should be mailed to New Plan Realty Trust, c/o The First National Bank of
Boston, Automatic Dividend Reinvestment Unit, Mail Stop 45-01-06, P.O. Box
1681, Boston, MA 02105-1681. No certificates will be issued for fractional
Shares, but a Participant requesting certificates for all the noncertificated
Shares held in a Plan Account will receive, in cash, the market value of any
fractional Shares. The Trust, however, reserves the right at any time to issue
certificates to Participants for any Shares in their Plan Accounts. (See
Questions 22 and 23 for information on termination of participation.)
21. May Shares held in certificate form be deposited in a Participant's Plan
Account? Yes, whether or not the Participant has previously authorized
reinvestment of distributions with respect to those Shares deposited. However,
distributions on Shares evidenced by certificates deposited in accordance with
the Plan will
8
<PAGE>
automatically be reinvested in Shares. The Participant should contact the
Agent (see Question 35) for the proper procedure to deposit certificates.
MODIFICATION OR TERMINATION BY A PARTICIPANT
22. How does a Participant change or terminate participation in the Plan? A
Participant may change his or her form of participation in the Plan from
partial to total distribution reinvestment, from total to partial distribution
reinvestment, or may simply change the number of Shares which are enrolled in
distribution reinvestment by executing and delivering a new Authorization Card
to the Agent (The First National Bank of Boston, Automatic Dividend
Reinvestment Unit, Mail Stop 45-01-06, P.O. Box 1681, Boston, MA 02105-1681).
A Participant may terminate participation in the Plan by notifying the Agent
in writing to that effect. Notices will be effective only upon receipt by the
Agent. Notices to change or discontinue distribution reinvestment received by
the Agent on or before any record date for distribution payment will be
effective as of that date. In order to reenter the Plan after termination, a
shareholder must complete and submit a new Authorization Card (See Question
8).
23. What happens to the uncertificated Shares held in the Plan Account when
a Participant terminates participation in the Plan? A certificate for the
Shares held in the Plan Account will be issued to the Participant upon the
Participant's written request to the Agent. No fractional Shares will be
issued. (See Question 20.)
SALE OF SHARES
24. May a Participant request that Shares held in a Plan Account be
sold? Yes. A Participant may request that all or any part of the Shares held
in a Plan Account be sold either when an account is being terminated (see
Question 22) or without terminating the account. However, a fractional Share
will not be sold unless all Shares held in the Plan Account are sold. If all
Shares (including any fractional Share) held in a Plan Account are sold, the
Plan Account will automatically be terminated, and the Participant will have
to complete and file a new Authorization Card (see Questions 5 through 8) in
order to again participate in the Plan.
Within seven days after receipt of a Participant's written request to sell
Shares held in a Plan Account, the Agent will place a sell order through a
broker or dealer designated by the Agent. The Participant will receive the
proceeds of the sale less any brokerage commission, transfer tax or other fees
incurred by the Agent allocable to the sale of such Shares. No participant
shall have the authority or power to direct the date or sales price at which
Shares may be sold.
25. What happens when a Participant sells or transfers all the Shares
registered in the Participant's name? He or she may remain a Participant and
may continue to make optional cash payments, in which case the Agent will
continue to reinvest the distributions on the Shares credited to the
Participant's Plan Account unless the Participant notifies the Agent that he
or she wishes to terminate the account.
OTHER INFORMATION
26. What happens if the Trust issues a stock dividend or declares a stock
split? Any Shares resulting from a stock dividend or from a stock split with
respect to Shares subject to the Plan will be added to the Participant's Plan
Account.
27. How will a Participant's Shares in a Plan Account be voted at a meeting
of shareholders? All of a Participant's Shares, both certificated and
noncertificated, will be voted by such Participant. For any meeting of
shareholders, a Participant will be sent proxy material for that meeting
covering all of the Shares which such
9
<PAGE>
Participant owns on the record date for the meeting. A Participant may vote all
of his or her Shares in person or by proxy.
28. What are the federal income tax consequences of participation in the
Plan? In general, Participants will have the same federal income tax
consequences with respect to distributions on their Shares, as any other owner
of Shares. A Participant will be treated for federal income tax purposes as
having received on each Distribution Payment Date a taxable distribution equal
to the fair market value of the Shares purchased (i.e., the amount that would
have been received as a cash distribution plus the 5% discount at which the
Shares were purchased) plus the cash actually distributed (if any). In the case
of those foreign Participants whose distributions are subject to United States
federal income tax withholding, the Trust will, to the extent permitted by law,
apply an amount equal to the distributions less the amount of tax required to
be withheld to the purchase of Shares. The regular statements confirming
purchases made for foreign Participants will indicate the amount of tax
withheld. Participants in the Plan are urged to consult with their own tax
advisors for more specific information.
29. What provision is made for foreign Participants subject to income tax
withholding or other Participants subject to back-up withholding? In the case
of both foreign Participants who elect to have their distributions reinvested
and whose distributions are subject to United States income tax withholding and
other Participants who elect to have their distributions reinvested and who are
subject to "back-up" withholding under Section 3406(a)(1) of the Code, the
Agent will invest in Shares an amount equal to the distributions of such
Participants reinvested less the amount of tax required to be withheld. The
quarterly statements confirming purchases made for such Participants will
indicate the net payment reinvested.
Under Section 3406(a)(1) of the Code, the Trust is required to withhold for
United States income tax purposes 31% of all distribution payments to a
shareholder of the Trust if (i) such shareholder has failed to furnish to the
Trust his or her taxpayer identification number ("TIN"), which for an
individual is his or her social security number, (ii) the Internal Revenue
Service (the "Service") has notified the Trust that the TIN furnished by the
shareholder is incorrect, (iii) the Service notifies the Trust that back-up
withholding should be commenced because the shareholder has failed to properly
report interest or dividends or (iv) the shareholder has failed to certify,
penalties of perjury, that he/she is not subject to back-up withholding.
Shareholders have previously been requested by the Trust or their broker to
submit all information and certifications required in order to exempt them from
back-up withholding if such exemption is available to them.
Foreign Participants who elect to make optional cash payments only will
continue to receive cash distributions on their Shares in the same manner as if
they were not participating in the Plan. Optional cash payments received from
them must be in United States dollars and will be invested in the same way as
payments from other Participants.
30. What are the federal income tax consequences of participation in the Plan
by an IRA, Keogh Plan, 401(k) Plan, Simplified Pension Account or any corporate
employer-sponsored retirement plan? The tax consequences of participation in
the Plan by retirement plans differ from those outlined above for individuals.
Since the laws and regulations regarding the federal income tax consequences of
retirement plan participation are complex and subject to change a retirement
plan considering such participation should consult with its own retirement plan
trustees, custodians or tax advisors for specific information.
31. What is the responsibility of the Trust under the Plan? Neither the
Trust, the Agent nor any agent for either, in administering the Plan, is liable
for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability (a) arising out of
failure to terminate a Participant's account upon such Participant's death
prior to receipt by the Agent of notice in writing of such death, (b) with
respect to
10
<PAGE>
the prices and times at which Shares are purchased or sold for a Participant
or (c) with respect to any fluctuation in market value before or after any
purchase or sale of Shares. Neither the Agent, the Trust nor any agent for
either shall have any duties, responsibilities or liabilities except such as
are expressly set forth in the Plan. Since the Trust has delegated
responsibility for administering the Plan to the Agent, the Trust specifically
disclaims any responsibility for any of the Agent's actions or inactions in
connection with the administration of the Plan. Neither the trustees, officers
or shareholders of the Trust shall have any personal liability under the Plan.
The Participant should recognize that neither the Trust nor the Agent can
provide any assurance of a profit or protection against loss on any Shares
purchased under the Plan.
32. May the Plan be changed or discontinued? Although the Trust hopes to
continue the Plan indefinitely, the Trust reserves the right to suspend or
terminate the Plan at any time. The Trust also reserves the right to make
modifications to the Plan. In particular, the Trust reserves the right to
refuse optional cash payments from any shareholder who, in the sole discretion
of the Trust, is attempting to circumvent the intent of the Plan by making
excessive optional cash payments through multiple shareholder accounts.
Participants will be notified of any suspension, termination or modification
of the Plan.
The Trust is authorized to issue such interpretations, adopt such
regulations and take such action as it may deem reasonably necessary to
effectuate the Plan. Any action to effectuate the Plan taken by the Trust or
the Agent in the good faith exercise of its judgment will be binding on
participants.
33. Are there any limitations to the Trust's obligations under the Plan? The
Trust's obligation to offer, issue or sell its Shares under the Plan shall be
subject to the Trust's obtaining any necessary approval, authorization and
consent from any regulatory authorities having jurisdiction over the issuance
and sale of the Shares. The Trust may elect not to offer or sell its Shares
under the Plan to shareholders residing in any jurisdiction where, in the sole
discretion of the Trust, the burden or expense of compliance with applicable
blue sky or securities laws make that offer or sale impracticable or
inadvisable.
34. What law governs the Plan? The terms and conditions of the Plan and its
operation shall be governed by the laws of the Commonwealth of Massachusetts.
35. Who answers a Participant's questions or supplies information? Any
inquiries or correspondence about the Plan should be addressed as follows: The
First National Bank of Boston, Automatic Dividend Reinvestment Unit, Mail Stop
45-01-06, P.O. Box 1681, Boston, MA 02105-1681: (617) 575-2900. All other
inquiries concerning a Participant's Shares should be addressed as follows:
The First National Bank of Boston, Shareholder Services Division, Investor
Relations Department, P.O. Box 644, Mail Stop 45-02-09, Boston, MA 02102-0644;
(617) 575-2900.
USE OF PROCEEDS
The Trust will receive all proceeds from the sale of Shares since they will
be purchased by the Agent from the Trust. The proceeds from the sale of Shares
will be used for general Trust purposes, including the acquisition of
additional properties as suitable opportunities arise, the renovation,
expansion and improvement of existing Trust properties, the repayment of
indebtedness and working capital. From time to time, such net proceeds may be
invested in short-term or intermediate-term government securities including
obligations of the Government National Mortgage Association and the Federal
National Mortgage Association, and bankers' acceptances, certificates of
deposit of commercial banks and thrift institutions which are members of the
Federal Deposit Insurance Corporation, deposits in members of the Federal Home
Loan Bank System, time deposits, commercial paper, other money market
instruments, bonds, notes and preferred stock.
11
<PAGE>
LEGAL OPINIONS
Certain legal matters will be passed upon for the Trust by Steven Siegel,
Esq., Secretary and General Counsel of the Trust. Mr. Siegel will rely on
Goodwin, Procter & Hoar, Boston, Massachusetts, as to certain matters of
Massachusetts law, including the legality of the Shares.
EXPERTS
The consolidated balance sheets as of July 31, 1994 and 1993 and the
consolidated statements of income, changes in shareholders' equity, and cash
flows and the consolidated financial statement schedules of the Trust for each
of the three years in the period ended July 31, 1994, which appear in the
Annual Report on the Form 10-K incorporated by reference in this Prospectus,
have been incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing. The historical summary of revenues and
certain operating expenses of certain properties acquired by the Trust for the
year ended October 31, 1993 appearing in the Trust's Reports on Form 8-K/A
dated September 1, 1994, the historical summary of revenues and certain
operating expenses of certain properties acquired by the Trust for the year
ended December 31, 1993 appearing in the Trust's Report on Form 8-K/A dated
October 6, 1994, and the historical summary of revenues and certain operating
expenses of certain properties acquired by the Trust for various year ends
appearing in the Trust's Report on Form 8-K/A dated May 31, 1995, have been
audited by Eichler, Bergsman & Co., L.L.P., independent accountants, as set
forth in their reports thereon, included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such reports given the authority of such firm as experts in
accounting and auditing.
12
<PAGE>
APPENDIX
DISTRIBUTION REINVESTMENT
AND
SHARE PURCHASE PLAN
1. DEFINITIONS
The following terms when used herein shall have the following definitions:
"Agent" shall mean any bank as from time to time may be appointed by the
Trust as agent to administer the Plan.
"Authorization Card" shall mean such authorization form as the Trust or the
Agent may from time to time or upon request furnish shareholders and which
shall be returned to the Agent by such shareholders to indicate their election
to participate in specified portions of the Plan.
"Distribution Payment Date" shall mean the date on which distributions are
paid on Trust Shares. These dates usually occur in the second week of January
and the first week of April, July and October.
"Investment Date" shall mean the same date as the Distribution Payment Date
as indicated above.
"New York Stock Exchange" shall mean the New York Stock Exchange or any
successor institution on which the Shares are listed.
"Participant" shall mean any Trust shareholder who has returned a properly
completed Authorization Card to the Trust or the Agent indicating election to
participate in any portion of the Plan and who has been enrolled in that
portion of the Plan by the Trust.
"Plan" shall mean this Distribution Reinvestment and Share Purchase Plan.
"Shares" shall mean Shares of Beneficial Interest of New Plan Realty Trust.
"Trust" shall mean New Plan Realty Trust.
2. PURPOSE
The purpose of this Plan is to enable Trust shareholders to have all or part
of their Share distributions automatically reinvested in additional Shares of
the Trust. In addition, shareholders may acquire additional Shares by making
optional cash payments of up to $20,000 per quarter whether or not they elect
to reinvest their distributions. Because Shares acquired under the Plan will
be purchased directly from the Trust, no brokerage commissions or other fees
will be incurred by shareholders in making the purchases.
3. ELIGIBILITY FOR PARTICIPATION IN THE PLAN
All shareholders of record of the Trust's Shares are automatically eligible
to participate in the Plan and may do so by completing and returning to the
Trust or the Agent the Authorization Card furnished to them by the Trust or
the Agent. Beneficial owners of Shares which are registered in names other
than their own (e.g., in the name of a broker, bank or other nominee) who want
to participate, must either make appropriate arrangements with their broker,
bank or other nomine, or have their Shares transferred into their own names.
Although the
13
<PAGE>
Shares are not registered in their own names, the Trust may permit
participants in its employee benefits plan to participate in the Plan on such
terms and conditions as the Trust may from time to time establish for such
purposes. The Trust reserves the right to refuse to permit a broker, bank or
other nominee to participate in the Plan if the terms of such participation
would in the Trust's judgment result in excessive cost or burden on the Trust.
4. ADMINISTRATION OF THE PLAN
The Trust alone, or in conjunction with the Agent, shall administer the Plan
and the Trust shall pay all the costs of such administration. The Trust or the
Agent will maintain records and perform such other duties as may be required.
In addition, the Trust or the Agent will send to each Participant (a) after
each distribution reinvestment, a statement which will show the amount of the
distribution, the purchase price per Share, the number of Shares purchased,
the total number of certificated and noncertificated Shares owned by the
Participant, and the total number of Shares owned by the Participant, (b) upon
investment of optional cash payments, a statement indicating purchase price,
number of Shares purchased, and the total number of certificated and
noncertificated Shares owned by the Participant, and (c) annual and semi-
annual reports to shareholders, proxy statements and income tax information
for reporting distributions. Shares purchased by a Participant through
reinvested distributions or optional cash payments will be credited to the
Participant's plan account. Upon request of the shareholders, the Trust or the
Agent will furnish certificates for Shares in the Participant's plan account.
However, no certificates will be issued for fractional shares, but the market
value thereof will be paid in cash to a requesting shareholder.
The Trust or the Agent will have the responsibility for furnishing
certificates for Shares upon request or termination of participation by the
shareholder.
5. REINVESTMENT OF DISTRIBUTIONS
Shareholders may elect to have distributions on all or part of their Shares
automatically reinvested by completing the Authorization Card to that effect
and returning it to the Trust or the Agent. Reinvestment of distributions
shall commence with distributions paid on the next Distribution Payment Date
following receipt of the Authorization Card provided it is received on or
before the record date for the distribution. Should an Authorization Card be
received by the Trust after the record date, distribution reinvestment will
commence with the following distribution. The price at which Shares shall be
purchased by reinvested distributions on each Distribution Payment Date shall
be 5% less than the average of the high and low sales prices of the Shares as
reported in The Wall Street Journal for the New York Stock Exchange Composite
Transactions, on that Distribution Payment Date, or if no such transactions
are reported on such date, then on the next preceding date when such Shares
have been sold. If The Wall Street Journal is not published on a Distribution
Payment Date, the Trust may determine the price of the Shares by reference to
The New York Times or by any other appropriate method.
6. OPTIONAL CASH PAYMENTS
Optional cash payments will be invested in additional Shares and credited to
a Participant's plan account on the Investment Date. Optional cash payments
received by the Agent within 75 days prior to, but no later than 5 business
days prior to, a quarterly Investment Date will be invested on the next
Investment Date. Optional cash payments received more than 75 or less than
five business days prior to the next succeeding Investment Date will be
returned to the Participant. No interest will be paid on funds received and
held for the purchase of Shares
14
<PAGE>
under the Plan. No Participant's optional cash payments may be less than $100
per payment nor more than $20,000 total per quarter. The price at which Shares
will be purchased by optional cash payment on each Investment Date will be the
average of the high and low sales prices of the Shares as reported in The Wall
Street Journal for the New York Stock Exchange Composite Transactions, or if
no such transactions are reported on such date, then on the next preceding
date when such Shares have been sold. If The Wall Street Journal is not
published on an Investment Date, the Trust may determine the price of the
Shares by reference to The New York Times or any other appropriate method.
7. CALCULATION OF SHARES PURCHASED
The number of Shares purchased, including fractional Shares rounded to three
decimal places, shall be determined by dividing the amount of the
distributions reinvested and/or optional cash payments made by the purchase
price per Share.
8. MODIFICATION OR TERMINATION OF PARTICIPATION
Participants may modify participation in the distribution reinvestment
portion of the Plan by notifying the Trust or the Agent in writing of the
increased or decreased number of Shares with which they wish to participate.
Participants may terminate participation in the distribution reinvestment
portion of the Plan at any time by notifying the Trust or the Agent in writing
to that effect. Any notice is effective only upon receipt. If such notice is
received by the Trust or the Agent on or before any record date for
distribution payment, the Trust will modify or terminate the reinvestment of
the Participant's distributions under the Plan as of that Distribution Payment
Date. In order to reenter the Plan after termination, the shareholder must
complete a new Authorization Card.
9. CERTIFICATES FOR PURCHASED SHARES
A shareholder who has purchased Shares under the Plan and wishes to obtain
certificates for those Shares may do so by notifying the Trust or the Agent in
writing to that effect. However, no certificate will be issued for fractional
Shares, but the market value of any fractional Shares will be paid in cash to
a shareholder requesting a certificate for all his noncertificated Shares.
10. STOCK SPLITS OR STOCK DISTRIBUTIONS
Any distributions of Shares resulting from stock splits or dividends will be
credited to a Participant's plan account.
11. VOTING
All Shares credited to a Participant's plan account under the Plan shall be
voted by the Participant. If on the record date for a meeting of shareholders
there are Shares credited to the plan account of a Participant, that
Participant will be sent the proxy material for the meeting and a proxy
covering all of the Participant's Shares, including Shares credited to the
Participant's plan account. If the Participant returns an executed proxy, it
will be voted with respect to all of Participant's Shares (including any
fractional Shares), or the Participant may vote all of the Shares in person at
the meeting.
12. LIABILITY
Neither the Trust, the Agent, nor any agent for either, in administering the
Plan, shall be liable for any act or failure to act taken in good faith,
including, without limitation, any claim of liability arising out of failure
to terminate a Participant's participation in the Plan upon the Participant's
death.
15
<PAGE>
13. TERMINATION, SUSPENSION OR MODIFICATION
The Trust reserves the right to modify, suspend or terminate the Plan at any
time and from time to time, and, in particular, reserves the right to refuse
optional cash payments from any shareholder who, in the sole discretion of the
Trust, is attempting to circumvent the intent of the Plan by making excessive
optional cash payments through multiple shareholder accounts.
14. COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS
The Trust's obligation to offer, issue or sell its Shares hereunder shall be
subject to the Trust's obtaining any necessary approval, authorization and
consent from any regulatory authorities having jurisdiction over the issuance
and sale of the Shares. The Trust may elect not to offer or sell its Shares
hereunder to shareholders residing in any jurisdiction where, in the sole
discretion of the Trust, the burden or expense of compliance with applicable
blue sky or securities laws make that offer or sale impracticable or
inadvisable.
16
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE TRUST. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY THE SHARES IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE TRUST SINCE
THE DATE HEREOF.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Trust.................................................................. 4
Description of the Plan.................................................... 4
Use of Proceeds............................................................ 11
Legal Opinions............................................................. 12
Experts.................................................................... 12
Appendix................................................................... 13
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NEW PLAN
REALTY
TRUST
----------------
5,000,000 SHARES OF
BENEFICIAL INTEREST
offered by the Trust
to its shareholders solely
in connection with its
DISTRIBUTION REINVESTMENT
AND
SHARE PURCHASE PLAN
-------------
PROSPECTUS
-------------
June 16, 1995
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with the
offering contemplated by this Registration Statement:
<TABLE>
<CAPTION>
ITEM AMOUNT
---- ------
<S> <C>
SEC Registration Fee............................................... $ 30,578
New York Stock Exchange Listing Fee................................ 17,500
Blue Sky Fees and Expenses......................................... 1,500
Printing and Engraving Costs....................................... 20,000
Accounting Fees and Expenses....................................... 6,000
Legal Fees and Expenses............................................ 15,000
Miscellaneous...................................................... 6,422
--------
Total............................................................ $105,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Declaration of Trust provides in substance that no Trustee or officer is
liable to the Trust, to a shareholder or to third persons except for his own
willful misconduct, bad faith, gross negligence or reckless disregard of his
duties. The Declaration of Trust further provides in substance that, with the
exceptions stated above, a Trustee or officer is entitled to be indemnified
against all liability incurred in connection with the affairs of the Trust.
The Declaration of Trust also provides that no Trustee will be personally
liable to the Trust or its shareholders for monetary damages for breach of
fiduciary duty as a Trustee notwithstanding any provision of law imposing such
liability, except for liability (i) for any breach of the Trustee's duty of
loyalty to the Trust or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for obtaining an improper personal benefit, or (iv) for paying a
dividend or making a distribution to shareholders or a loan to officers or
Trustees which is illegal under the Massachusetts Business Corporation Law. In
addition, the Declaration of Trust authorizes the Trustees to purchase and pay
for liability insurance to indemnify the Trustees and officers against certain
claims and liabilities.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Trustees, officers or persons controlling the
Trust pursuant to the foregoing provisions, the Trust has been informed that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Trust of expenses incurred or paid
by a Trustee, officer or controlling person of the Trust in the successful
defense of any action, suit or proceeding) is asserted by such Trustee,
officer or controlling person in connection with the securities being
registered, the Trust, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
Opinion of Goodwin, Procter & Hoar as to the legality of the Shares
5.1 to be registered.
23.1 Consent of Goodwin, Procter & Hoar (contained in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Eichler, Bergsman & Co., L.L.P.
Powers of attorney (included on signature page of this Registration
24.1 Statement).
99.1 Form of Authorization Card relating to participation in the New Plan
Realty Trust Distribution Reinvestment and Share Purchase Plan.
</TABLE>
- --------
* Incorporated herein by reference as above indicated.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Trust's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities of that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such Trustee, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Act and will be governed by the
final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON JUNE 15, 1995.
NEW PLAN REALTY TRUST
/s/ William Newman
By: _________________________________
WILLIAM NEWMAN,Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints William Newman or Arnold Laubich his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all interests and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William Newman Chief Executive June 15, 1995
- ------------------------------------- Officer and Trustee
WILLIAM NEWMAN
/s/ Michael Brown Chief Financial and June 15, 1995
- ------------------------------------- Accounting Officer,
MICHAEL BROWN Controller
/s/ Arnold Laubich President, Chief June 15, 1995
- ------------------------------------- Operating Officer
ARNOLD LAUBICH and Trustee
- ------------------------------------- Trustee June , 1995
NORMAN GOLD
II-3
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Melvin D. Newman Trustee June 15, 1995
- -------------------------------------
MELVIN D. NEWMAN
/s/ Raymond H. Bottorf Trustee June 15, 1995
- -------------------------------------
RAYMOND H. BOTTORF
/s/ James M. Steuterman Executive Vice June 15, 1995
- ------------------------------------- President and
JAMES M. STEUTERMAN Trustee
/s/ Dean Bernstein Vice President- June 15, 1995
- ------------------------------------- Administration and
DEAN BERNSTEIN Finance and Trustee
/s/ Gregory White Trustee June 15, 1995
- -------------------------------------
GREGORY WHITE
Trustee June , 1995
- -------------------------------------
JOHN WETZLER
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
5.1 Opinion of Goodwin, Procter & Hoar as to the legality of the Shares to
be registered.
23.1 Consent of Goodwin, Procter & Hoar (contained in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Eichler, Bergsman & Co., L.L.P.
24.1 Powers of attorney (included on signature page of this Registration
Statement).
99.1 Form of Authorization Card relating to participation in the New Plan
Realty Trust Distribution Reinvestment and Share Purchase Plan.
</TABLE>
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* Incorporated herein by reference as above indicated.
<PAGE>
EXHIBIT 5.1
GOODWIN, PROCTER & HOAR
A Partnership Including Professional Corporations
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
Telephone: (617) 570-1000
Telecopier: (617) 523-1231
Cable: GOODPROCT.BOSTON
June 16, 1995
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
Re: Distribution Reinvestment and Share Purchase Plan
-------------------------------------------------
As special Massachusetts counsel to New Realty Trust (the "Trust"), we
have reviewed the text of the Distribution Reinvestment and Share Purchase Plan
(the "Plan") included as an Appendix to the Trust's prospectus dated this date
(the "Prospectus") relating to 5,000,000 Shares of beneficial interest (without
par value) of the Trust (the "Registered Plan Shares") contained in the Trust's
Form S-3 Registration Statement being filed with the Securities and Exchange
Commission ("SEC") on this date furnished to us by Robinson Silverman Pearce
Aronsohn & Berman (the "Registration Statement").
We have examined copies of: the Plan; the Registration Statement; the
Declaration of Trust of the Trust dated July 31, 1972 and Amendments No. 1
through 10 thereto, the last such Amendment dated December 14, 1987 (as so
amended, the "Declaration of Trust"); Certificates of the Secretary of the
Commonwealth of Massachusetts, dated March 27, 1995 as to filings made by the
Trust, and dated May 31, 1995 as to the authority of the Trust to transact
business in said Commonwealth; and a Certificate of the Secretary of the Trust
dated this date as to the adoption of resolutions relating to the Plan, the
filing of the Registration Statement with the SEC, the filing of an application
for the listing of the Registered Plan Shares on the
<PAGE>
New Plan Realty Trust
June 16, 1995
Page 2
New York Stock Exchange, the issuance of the Registered Plan Shares pursuant to
the Plan, the appointment of The First National Bank of Boston as agent under
the Plan (the "Agent") and certain other matters.
We have made no independent examination as to the factual truth,
accuracy, completeness or content of any representation, warranty, covenant or
other statement made by the Trust (or on the Trust's behalf) in any of the
aforesaid documents or in any other document executed or furnished by the Trust
in connection therewith. We have assumed the accuracy of all such facts, as
well as the genuineness of all signatures and the conformity to original
documents of all documents submitted to or examined by us as copies. We have
not participated in the preparation of the Registration Statement and we assume
no responsibility for any statements of fact contained in, or omissions from,
the Registration Statement or any documents incorporated therein by reference;
and we express no opinion with respect to the effectiveness of the Registration
Statement. We have not participated in any activities to qualify or exempt from
qualification, or in any examination of the need to qualify or of the
availability of an exemption from qualification of, the Registered Plan Shares
under the sale of securities or "Blue Sky" laws of any state, including
Massachusetts; and we express no opinion as to the applicability of any such
laws to the issuance and sale of any Registered Plan Shares. We are members of
the Bar of the Commonwealth of Massachusetts and we express no opinion herein
concerning any law other than the laws of the Commonwealth of Massachusetts.
Subject to the foregoing and the other matters set forth herein, we
are of the opinion that:
1. The Trust has been duly established and is validly existing and
in good standing as an unincorporated association of the type commonly referred
to as a business trust pursuant to its Declaration of Trust under the laws of
the Commonwealth of Massachusetts.
2. The Registered Plan Shares have been duly authorized and, when
sold and delivered against payment therefor in the manner described in the Plan
and in the Registration Statement, will be validly issued, fully paid and
(except as described in the section "Summary of the Declaration of Trust -
Shareholders' Liability to Third Persons and Indemnification by Trust" in an
exhibit to the Trust's Form 8-A dated May 30, 1986) nonassessable by the Trust.
<PAGE>
New Plan Realty Trust
June 16, 1995
Page 3
We consent to the reference to our firm under the caption "Legal
Opinions" in the Prospectus and to a copy of this opinion being filed as an
exhibit to the Registration Statement. We also consent to copies of this
opinion being delivered to the New York Stock Exchange in connection with the
Trust's application for listing of the Registered Plan Shares on said exchange
and to the Agent. We also consent to the reliance hereon by Steven Siegel,
Esq., General Counsel of the Trust, in connection with opinions that he may be
delivering with respect to the matters that are the subject matter of this
opinion.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR
GOODWIN, PROCTER & HOAR
<PAGE>
EXHIBIT 23.2
COOPERS COOPERS & LYBRAND L.L.P.
& LYBRAND a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
________________________
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated September 23, 1994, on our audits of the
consolidated financial statements and financial statement schedules of New Plan
Realty Trust (the "Trust") as of July 31, 1994 and 1993 and for each of the
three years in the period ending July 31, 1994, which are included in the Annual
Report on Form 10-K of the Trust for the year ended July 31, 1994. We also
consent to the reference to our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
June 9, 1995
<PAGE>
EXHIBIT 23.3
EICHLER BERGSMAN & CO., LLP Philip A. Baumgarten
Certified Public Accountants Gilbert Bergsman
404 Park Avenue South Paul Eichler
New York, New York 10016 Corey L. Massella
Tel: 212-447-9001 Michael E. Silverman
Fax: 212-447-9006
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated August 19, 1994, on our audit of the
Historical Summary of Revenues and Certain Operating Expenses of certain
properties acquired by New Plan Realty Trust (the "Trust") for the year ending
October 31, 1993, which are included in the Report on Form 8-K/A of the Trust
dated September 1, 1994, dated October 4, 1994, on our audit of the Historical
Summary of Revenues and Certain Operating Expenses of certain properties
acquired by the Trust for the year ended December 31, 1993, which are included
in the Report on Form 8-K/A of the Trust dated October 6, 1994 and dated May 30,
1995, on our audit of the Historical Summary of Revenues and Certain Operating
Expenses of certain properties acquired by the Trust for various year-ends,
which are included in the Report on Form 8-K/A of the Trust dated May 31, 1995.
We also consent to the reference to our firm under the caption "Experts" in this
Registration Statement on Form S-3.
/s/ EICHLER, BERGSMAN & CO., LLP
EICHLER, BERGSMAN & CO., LLP
New York, New York
June 15, 1995
<PAGE>
EXHIBIT 99.1
THE FIRST NATIONAL BANK OF BOSTON
AUTHORIZATION CARD FOR NEW PLAN REALTY TRUST'S
DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
To the First National Bank of Boston
The undersigned wishes to participate in the Distribution Reinvestment and
Share Purchase Plan of New Plan Realty Trust and hereby appoints The First
National Bank of Boston as Agent to reinvest all or part, as indicated below, of
the cash distributions paid on the Shares of Beneficial Interest ("Shares") of
New Plan Realty Trust held of record by the undersigned and to invest any
optional payments made by the undersigned towards the purchase of Shares under
the terms and conditions set forth in the Prospectus.
Please mark an X in the appropriate box or boxes.
[_] Full Distribution Reinvestment. Reinvest all my cash distributions on all
Shares owned by me and invest any optional cash payments in additional Shares.
[_] Partial Distribution Reinvestment. Send me my distribution in cash
on ___________ Shares (please indicate the number of Shares on which cash
distributions are to be sent to you) and reinvest my cash distributions on the
rest of my Shares. Invest any optional cash payments in additional Shares.
[_] Optional Cash Payments. Invest by making optional cash payments of not
less than $100 nor more than $20,000 per quarter, in additional Shares.
Distributions on all Shares purchased with optional cash payments will be
reinvested to purchase Shares automatically. If check is enclosed for
optional cash payment, indicate amount $_______________.
This authorization is given with the understanding that I may terminate it at
any time by giving written notice to the Agent, The First National Bank of
Boston.
NOTE: Do not sign and return this form unless you wish to participate in the
Distribution Reinvestment and Share Purchase Plan. If card is signed but no
box checked, you will be enrolled under the Full Distribution Reinvestment
option.
- ------------------- ---------------------------------------------------
Date Signature of Shareholder
---------------------------------------------------
Signature of Shareholder
---------------------------------------------------
Social Security Number or Taxpayer I.D. Number
THIS IS NOT A PROXY
(on reverse)
This authorization card, when signed, should be mailed to The First National
Bank of Boston, Automatic Dividend Reinvestment Unit, Mail Stop 45-01-06, Box
1681, Boston, Massachusetts 02105-1681. An addressed envelope is provided for
your convenience. This card is for shareholders who hold stock in their own
names. If your shares are held through a brokerage firm, bank, or other nominee,
you should contact your nominee to arrange for it to participate in the Plan on
your behalf.
