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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 19, 1996 (June 3,
1996)
____________________________
NEW PLAN REALTY TRUST
___________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-7532 13-1995781
___________________________________________________________________________
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1120 Avenue of the Americas, New York, New York 10036
___________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 869-3000
_____________________
___________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 19, 1996
NEW PLAN REALTY TRUST
By: /s/ Michael I. Brown
________________________________
Michael I. Brown
Chief Financial Officer and
Controller
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Item 5. Other Events
New Plan Realty Trust (the "Trust") purchased six properties for an
aggregate purchase price of approximately $34.1 million, of which $23.2 million
was paid in cash. The balance, $10.9 million, consisted of mortgage debt.
Additional information regarding the six properties is set forth below.
Occupancy
As of
Date of Date of
Acqui- Acqui-
Property sition Acres sition Seller Units
________ _______ _____ _________ ______ _____
Turtle Creek 6/3/96 13 95% Roper 151
Apartments Mountain LTD
Greenville, SC
Tara Apartments 6/6/96 19 94% Tara LP 240
Athens, GA
Hawthorne 6/18/96 15 93% Hawthorne
Heights Heights LP 241
Apartments
Indianapolis, IN
Plantation 7/31/96 6 95% Owen Mitchell 120
Apartments Apartment
Mobile, AL Company
Maison De 7/31/96 20 99% Owen Mitchell 347
Ville Apartments Apartment
Mobile, AL Company
Maison 7/31/96 6 98% Owen Mitchell 56
Imperial Apartment
Apartments Company
Mobile, AL
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Audited statements of revenue and certain operating expenses
for the year ended October 31, 1995 and pro forma financial information
reflecting the acquisition of the six properties are included in this Current
Report on Form 8-K.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) and (b) Financial Statements of Businesses Acquired and Pro
Forma Financial Information
1. Report of Eichler, Bergsman & Co., LLP, Independent Certified
Public Accountants, dated August 7, 1996.
2. Certain properties acquired - Historical summaries of revenues
and certain operating expenses for the year ended October 31,
1995.
3. In addition, the following pro forma financial information is
provided to reflect all six properties acquired:
(i) New Plan Realty Trust and Subsidiaries - Information
Pursuant to Rule 3-14 of Regulation S-X.
(ii) New Plan Realty Trust and Subsidiaries - Pro forma
condensed consolidated financial statements (unaudited):
(a) Pro forma condensed consolidated statements of income
for the year ended July 31, 1995 and the nine months
ended April 30, 1996.
(b) Pro Forma condensed consolidated balance sheet as of
April 30, 1996.
(c) Notes to pro forma condensed consolidated financial
statements.
c. Exhibits
Included herewith is Exhibit No. 23, the Consent of the Independent
Accountants.
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New Plan Realty Trust
1120 Avenue of the Americas
New York, NY 10036
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying Historical Summary of Revenues and Certain
Operating Expenses of Turtle Creek Apartments, Tara Apartments, Hawthorne
Heights Apartments, Maison De Ville Apartments, Maison Imperial Apartments and
Plantation Apartments (the "Properties") for the year ended October 31, 1995.
This Historical Summary is the responsibility of New Plan Realty Trust's
management. Our responsibility is to express an opinion on this Historical
Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.
The Historical Summary has been prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission, and its use for
any other purpose may be inappropriate. Accordingly, as described in the Note
to the Historical Summary, the statement excludes interest, depreciation, and
general and administrative expenses for the period examined, and is not intended
to be a complete presentation of the Properties' revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and certain operating expenses (exclusive of
interest, depreciation and general and administrative expenses) in conformity
with generally accepted accounting principles.
Eichler, Bergsman & Co., LLP
New York, New York
August 7, 1996
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CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED October 31, 1995
(In Thousands)
Rental Income $6,538
Repairs and maintenance $ 398
Real estate taxes 342
Other operating expenses 1,835 2,575
_____ _____
Excess of revenues over
certain operating expenses $3,963
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NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relates to the
operations of Turtle Creek Apartments, Tara Apartments, Hawthorne Heights
Apartments, Maison De Ville Apartments, Maison Imperial Apartments and
Plantation Apartments (the "Properties") while under ownership previous to New
Plan Realty Trust. All Properties are residential apartment complexes.
The summary has been prepared on the accrual method of accounting. Operating
expenses include maintenance and repair expenses, utilities, real estate taxes,
insurance and certain other expenses. In accordance with the regulations of the
Securities and Exchange Commission, mortgage interest expense, depreciation, and
general and administrative costs have been excluded from operating expenses, as
they are dependent upon a particular owner, purchase price or financial
arrangement.
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
INFORMATION PURSUANT TO RULE 3-14 OF REGULATION S-X
Part I MANAGEMENT ASSESSMENT
Management's assessment of the six properties prior to acquisition
includes, but is not limited to, the quality of the tenant base, regional
demographics, the competitive environment, operating expenses and local property
taxes. In addition, the physical aspect of the six properties, location,
condition and quality of design and construction are evaluated. Management also
always conducts Phase I environmental tests. All factors, when viewed in their
entirety, have met management's acquisition criteria. Management is not aware
of any material factors relating to the acquisition other than those discussed
above.
Part II ESTIMATES OF TAXABLE OPERATING INCOME AND FUNDS GENERATED FROM
CERTAIN PROPERTIES ACQUIRED (UNAUDITED)
a. The following presents an estimate of taxable operating income and funds
generated from the operation of the acquired six properties for the year
ended October 31, 1995 based on the Historical Summary of Revenues and
Certain Operating Expenses. These estimated results do not purport to
present expected results of operations for the six properties in the
future and were prepared on the basis described in the accompanying notes
which should be read in conjunction herewith.
Estimates of taxable operating income (In Thousands)
Operating income before depreciation expense $3,963
Less:
Estimated depreciation 683
_____
Estimated taxable operating income $3,280
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Estimates of funds generated:
Estimated taxable operating income $3,280
Add: Estimated depreciation 683
_____
Estimate of funds generated $3,963
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b. Estimated taxable income for New Plan Realty Trust (including the six
properties) for the year ended July 31, 1995 is approximately the same as
Pro Forma net income and Revised Pro Forma net income reported on the Pro
Forma Condensed Statement of Income (Unaudited).
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO ESTIMATES OF TAXABLE OPERATING INCOME AND FUNDS GENERATED
FROM CERTAIN PROPERTIES ACQUIRED
(UNAUDITED)
Basis of Presentation
1. Estimated depreciation was based upon an allocation of the purchase
price to land (20%) and building (80%) with the depreciation being
taken over a 40 year life using the straight line method.
2. No income taxes have been provided because New Plan Realty Trust is
taxed as a real estate investment trust under the provisions of the
Internal Revenue Code. Accordingly, the Trust does not pay Federal
income tax whenever income distributed to shareholders is equal to at
least 95% of real estate investment trust taxable income and certain
other conditions are met.
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The pro forma condensed consolidated statements of income for the year
ended July 31, 1995 and the nine months ended April 30, 1996 reflect the
acquisition of the six properties as if the transaction had occurred on August
1, 1994. This pro forma information is based on the historical statements of
the Trust after giving effect to the acquisition of the six properties.
The following unaudited condensed consolidated balance sheet as of April
30, 1996 reflects the acquisition of the six properties.
The unaudited pro forma condensed consolidated financial statements have
been prepared by New Plan Realty Trust management. The unaudited pro forma
condensed consolidated statements of income may not be indicative of the results
that would have actually occurred had the acquisition been made on the date
indicated or that may be achieved in the future. The unaudited pro forma
condensed consolidated financial statements should be read in conjunction with
New Plan Realty Trust's audited consolidated financial statements as of July 31,
1995 and for the year then ended and the accompanying notes (which are contained
in the Trust's Form 10-K for the year ended July 31, 1995) and its unaudited
consolidated financial statements as of April 30, 1996 and for the nine months
then ended (which are contained in the Trust's Form 10-Q for the period ended
April 30, 1996) and the accompanying notes.
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<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1995
(In thousands except for per share amounts)
PREVIOUSLY REPORTED(5)
HISTORICAL PRO FORMA HISTORICAL PRO FORMA REVISED
AS REPORTED ACQUISITION ADJUSTMENTS PRO FORMA ACQUISITION ADJUSTMENTS PRO FORMA
___________ ___________ ______________ _________ ___________ ___________ _________
<S> <C> <C> <C> <C> <C> <C> <C>
RENTAL REVENUES $126,448 $6,538 $132,986 $21,079 $154,065
INTEREST AND DIVIDENDS 4,128 (928)(2,3) 3,200 (1,355) 1,845
____________________________________ _______ ______ _____ _______
130,576 6,538 (928) 136,186 21,079 (1,355) 155,910
OPERATING EXPENSES 43,343 2,575 45,918 6,382 52,300
DEPRECIATION EXPENSE 15,055 683 (2,4) 15,738 2,756 18,494
INTEREST EXPENSE 7,174 790 (2,3) 7,964 2,088 10,052
____________________________________ _______ ______ _____ _______
65,004 3,963 (2,401) 66,566 14,697 (6,199) 75,064
OTHER DEDUCTIONS 2,516 2,516 2,516
OTHER INCOME 228 228 228
____________________________________ _______ ______ _____ _______
NET INCOME $ 62,716 3,963 (2,401) $64,278 14,697 (6,199) 72,776
==================================== ======= ====== ===== =======
NET INCOME PER SHARE $1.19 $1.22 $1.28
AVERAGE SHARES
OUTSTANDING 52,894 52,894 4,060 56,954
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
</TABLE>
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
NINE MONTHS ENDED APRIL 30, 1996
(In thousands except for per share amounts)
HISTORICAL PRO FORMA
AS REPORTED ACQUISITION ADJUSTMENTS PRO FORMA
___________ ___________ _____________ _________
Rental Revenues $118,662 $4,903 $123,565
Interest And Dividends 4,009 ($696)(2,3) 3,313
__________________________________ ______
122,671 4,903 (696) 126,878
Operating Expenses 41,780 1,931 43,711
Depreciation Expense 14,556 512 (2,4) 15,068
Interest Expense 12,908 590 (2,3) 13,498
__________________________________ ______
53,427 2,972 (1,798) 54,601
Other Deductions 2,125 2,125
Other Income 281 281
__________________________________ ______
Net Income $51,583 $2,972 ($1,798) $52,757
================================== ======
Net Income Per Share $ .92 $ .94
Average Shares Outstanding 55,995 55,995
See Accompanying Notes To Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF APRIL 30, 1996
(In Thousands)
PRO FORMA PRO
AS REPORTED ADJUSTMENTS (1) FORMA
___________ ___________ _____
ASSETS:
REAL ESTATE $835,407 $34,100 $869,507
CASH, CASH EQUIVALENTS,
MARKETABLE SECURITIES AND
OTHER INVESTMENTS 25,607 (23,200) 2,407
OTHER 42,830 42,830
________ _______ ________
TOTAL ASSETS $903,844 $10,900 $914,744
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LIABILITIES:
MORTGAGES PAYABLE $ 44,849 $10,900 $ 55,749
NOTES PAYABLE 179,456 179,456
OTHER LIABILITIES 22,398 22,398
________ _______ ________
246,703 10,900 257,603
SHAREHOLDERS' EQUITY 657,141 657,141
________ _______ ________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $903,844 $10,900 $914,744
======== ======= ========
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
1. Pro Forma Adjustments reflect the acquisition of the six properties using
cash on hand and mortgage debt.
2. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated
Statements of Income for the year ended July 31, 1995 and the nine months
ended April 30, 1996 include adjustments to interest and dividend income
and interest and depreciation expense to reflect the acquisition of the
six properties as if they had been acquired on August 1, 1994. (See Notes
4 and 5.)
3. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated
Statements of Income for the year ended July 31, 1995 and for the nine
months ended April 30, 1996 include a reduction in interest income due to
the use of cash on hand to purchase the aforementioned properties and an
increase in interest expense due to an increase in mortgage debt to
partially finance such acquisitions. The interest rate used for
calculating the reduction in interest income was 4%, representing the
average rate of interest earned on the Trust's cash balances. The interest
rate used for calculating the interest expense was 7.2%, the weighted
average interest rate on the mortgage debt.
4. Estimated depreciation was based upon an allocation of the purchase price
to land (20%) and building (80%) with the depreciation being taken over a
40 year life using the straight line method.
5. Refer to the Trust's Current Report on Form 8-K/A Amendment No. 3 dated
March 19, 1996 and Form 8-K dated June 5, 1996 for previously reported
amounts.
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EXHIBIT INDEX
Exhibit Number Description Page
______________ ___________ ____
23 Consent of Independent Accountants 15
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of New Plan Realty Trust on Forms S-3 (File Nos. 33-58596, 33-
61383 and 33-60315) and on Forms S-8 (33-57946 and 33-59077) of our report
dated August 7, 1996 on our audit of the Historical Summary of Revenues and
Certain Operating Expenses of certain properties acquired by New Plan Realty
Trust (the "Trust") for the year ended October 31, 1995, which are included
in this Current Report on Form 8-K dated August 19, 1996.
EICHLER, BERGSMAN & CO., LLP
New York, New York
August 19, 1996
