===========================================================================
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) June 5, 1996
(April 2, 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)
===========================================================================
<PAGE>
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: June 5, 1996
NEW PLAN REALTY TRUST
By: /s/ Michael I. Brown
__________________________
Michael I. Brown
Chief Financial Officer and
Controller
<PAGE>
Item 5. Other Events
New Plan Realty Trust (the "Trust") purchased four properties for
an aggregate purchase price of approximately $31.2 million, all of which
was paid in cash. Additional information regarding the four properties,
including the dates of acquisition, is set forth below.
Occupancy
As of Gross
Date of Date of Leas-
Acqui- Acqui- able
Property sition Acres sition Seller Units Area
________ ______ _____ _________ ______ _____ _______
Country Place 4/2/96 27 98% Continental 312 N/A
Apartments Real
Nashville, TN Estate
Cedar Bluff 5/1/96 32 98% Cedar Bluff 192 N/A
Apartments Associates LLC
Knoxville, TN
Delhi Shopping 5/22/96 15 96% Erlene Wurster N/A 166,000
Center
Cincinnati, OH
Miller Crest 6/3/96 16 97% Miller Crest 121 N/A
Apartments Apartments LP
Johnson City, TN and Miller
Crest Land LP
===========================================================================
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 four properties are included in this Current Report
on Form 8-K.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(a) and (b) Financial Statements of Businesses Acquired and
Pro Forma Financial Information
1. Reports of Eichler, Bergsman & Co., LLP, Independent
Certified Public Accountants, dated April 3, 1996 and May
29, 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 four 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
six months ended January 31, 1996.
(b) Condensed consolidated balance sheet as of January
31, 1996.
(c) Notes to pro forma condensed consolidated
financial statements.
c. Exhibits
Included herewith is Exhibit No. 23, the Consent of the
Independent Accountants.
<PAGE>
New Plan Realty Trust
1120 Avenue of the Americas
New York, NY 10036
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying Historical Summary of Revenues and Certain
Operating Expenses of Country Place Apartments (the "Property") 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
April 3, 1996
<PAGE>
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED OCTOBER 31, 1995
(In Thousands)
Rental Income $1,722
Repairs and maintenance $288
Real estate taxes 104
Other operating expenses 318 710
____ ______
Excess of revenues over
certain operating expenses $1,012
======
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relates
to the operations of Country Place Apartments (the "Property") while under
ownership previous to New Plan Realty Trust. The Property is a residential
apartment complex.
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.
<PAGE>
New Plan Realty Trust
1120 Avenue of the Americas
New York, NY 10036
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying Historical Summary of Revenues and Certain
Operating Expenses of Miller Crest Apartments, Cedar Bluff Apartments and
Delhi Shopping Center (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
May 29, 1996
<PAGE>
CERTAIN PROPERTIES ACQUIRED
HISTORICAL SUMMARY OF REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED OCTOBER 31, 1995
(In Thousands)
Rental Income $3,267
Repairs and maintenance $287
Real estate taxes 269
Other operating expenses 328 884
____ ______
Excess of revenues over
certain operating expenses $2,383
======
NOTE:
The Historical Summary of Revenues and Certain Operating Expenses relates
to the operations of Miller Crest Apartments, Cedar Bluff Apartments and
Delhi Shopping Center (the "Properties") while under ownership previous to
New Plan Realty Trust. Two of the Properties are residential apartment
complexes, and one of the Properties is a shopping center.
The summary has been prepared on the accrual method of accounting.
Operating expenses include maintenance and repair expenses, utilities, real
estate taxes, insurance and certain other expenses. In accordance with the
regulations of the Securities and Exchange Commission, mortgage interest
expense, depreciation, and general and administrative costs have been
excluded from operating expenses, as they are dependent upon a particular
owner, purchase price or financial arrangement.
Minimum future rentals for the years ended October 31 under existing
commercial operating leases at the shopping center being reported on are
approximately as follows (in thousands):
1996 - $1,247 1999 - $1,100
1997 - 1,138 2000 - 1,053
1998 - 1,132 thereafter - 8,855
The above assumes that all leases which expire are not renewed, therefore
neither renewal rentals nor rentals from replacement tenants are included.
Minimum future rentals do not include contingent rentals which may be
received under certain leases on the basis of percentage of reported
tenants' sales volumes, increases in Consumer Price Indices, common area
maintenance charges and real estate tax reimbursement.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
INFORMATION PURSUANT TO RULE 3-14 OF REGULATION S-X
Part I MANAGEMENT ASSESSMENT
Management's assessment of the four 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 four 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 four 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 four
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 $3,395
Less:
Estimated depreciation 624
______
Estimated taxable operating income $2,771
======
Estimates of funds generated:
Estimated taxable operating income $2,771
Add: Estimated depreciation 624
______
Estimate of funds generated $3,395
======
_______________________
b. Estimated taxable income for New Plan Realty Trust (including the four
properties) for the year ended July 31, 1995 is approximately the same
as Pro Forma net income and Revised Pro Forma net income reported on
the Pro Forma Condensed Statement of Income (Unaudited).
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO ESTIMATES OF 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.
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited condensed consolidated balance sheet as of
January 31, 1996 reflects the acquisition of the four properties.
The pro forma condensed consolidated statements of income for the year
ended July 31, 1995 and the six months ended January 31, 1996 reflect the
acquisition of the four 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 four
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. Also, it may not be indicative of the results that
may be achieved in the future. The unaudited pro forma condensed
consolidated financial statements should be read in conjunction with New
Plan Realty Trust's audited consolidated financial statements as of July
31, 1995 and for the year then ended and the accompanying notes (which are
contained in the Trust's Form 10-K for the year ended July 31, 1995) and
its unaudited consolidated financial statements as of January 31, 1996 and
for the six months then ended (which are contained in the Trust's Form 10-Q
for the period ended January 31, 1996) and the accompanying notes.
<PAGE>
<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 $4,989 $131,437 $16,090 $147,527
Interest And Dividends 4,128 ($1,200) (2,3) 2,928 ($155) 2,773
__________________________________ ________ _______ _____ ________
130,576 4,989 (1,200) 134,365 16,090 (155) 150,300
Operating Expenses 43,343 1,594 44,937 4,788 49,725
Depreciation Expense 15,055 624 (2,4) 15,679 2,132 17,811
Interest Expense 7,174 72 (2,3) 7,246 2,016 9,262
__________________________________ ________ _______ ______ ________
65,004 3,395 (1,896) 66,503 11,302 (4,303) 73,502
Other Deductions 2,516 2,516 2,516
Other Income 228 228 228
__________________________________ ________ _______ ______ ________
Net Income $ 62,716 $3,395 ($1,896) $ 64,215 $11,302 ($4,303) $ 71,214
================================== ======== ======= ====== ========
Net Income Per Share $ 1.19 $ 1.21 $ 1.25
Average Shares Outstanding 52,894 52,894 4,060 56,954
See Accompanying Notes To Pro Forma Condensed Consolidated Financial Statements (Unaudited)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
SIX MONTHS ENDED JANUARY 31, 1996
(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 $76,398 $2,495 $78,893 $8,045 ($2,005) $84,933
Interest And Dividends 2,920 ($600) (2,3) 2,320 (78) 2,242
_________________________________ ________ _______ ______ ________
79,318 2,495 (600) 81,213 8,045 (2,083) 87,175
Operating Expenses 26,619 797 27,416 2,394 (546) 29,264
Depreciation Expense 9,302 312 (2,4) 9,614 969 10,583
Interest Expense 8,456 36 (2,3) 8,492 651 9,143
_________________________________ ________ _______ ______ ________
34,941 1,698 (948) 35,691 5,651 (3,157) 38,185
Other Deductions 1,438 1,438 1,438
Other Income 783 783 783
_________________________________ ________ _______ ______ ________
Net Income $34,286 $1,698 ($948) $35,036 $5,651 ($3,157) $37,530
================================= ======== ======= ====== ========
Net Income Per Share $ .62 $ .64 $ .65
Average Shares Outstanding 55,131 55,131 2,323 57,454
See Accompanying Notes To Pro Forma Condensed Consolidated Financial Statements (Unaudited)
</TABLE>
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF JANUARY 31, 1996
(In Thousands)
PRO FORMA PRO
AS REPORTED(1) ADJUSTMENTS (1) FORMA
___________ ___________ ______
ASSETS:
REAL ESTATE $828,847 $31,200 $860,047
CASH, CASH EQUIVALENTS,
MARKETABLE SECURITIES AND
OTHER INVESTMENTS 30,158 (30,000) 158
OTHER 43,474 43,474
________ _______ ________
TOTAL ASSETS $902,479 $1,200 $903,679
======== ====== ========
LIABILITIES:
MORTGAGES PAYABLE $ 44,939 $ 44,939
NOTES PAYABLE 179,422 $1,200 180,622
OTHER LIABILITIES 22,220 22,220
________ _______ ________
246,581 1,200 247,781
SHAREHOLDERS' EQUITY 655,898 655,898
________ _______ ________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $902,479 $1,200 $903,679
======== ====== ========
SEE ACCOMPANYING NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
<PAGE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
1. Pro Forma Adjustments reflect the acquisition of the four properties
using cash on hand and borrowings under the Trust's line of credit.
2. Pro Forma Adjustments to the unaudited Pro Forma Condensed
Consolidated Statements of Income for the year ended July 31, 1995 and
the six months ended January 31, 1996 include adjustments to rental
revenue and interest income and operating, interest and depreciation
expense to reflect the acquisition of the four 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 six months ended January 31, 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 borrowings to partially finance such acquisitions. The
interest rate used for calculating the interest expense was 6%, an
estimate of the cost of borrowing. 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.
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. 2
dated March 19, 1996 for previously reported amounts.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
23 Consent of Independent Accountants
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of New Plan Realty Trust on Forms S-3 (File Nos. 33-58596, 33-
61383 and 33-60315) and on Forms S-8 (33-57946 and 33-59077) of our reports
dated April 3, 1996 and May 29, 1996, on our audits 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
June 5, 1996.
EICHLER,BERGSMAN & CO., LLP
New York, New York
June 5, 1996
