===============================================================================
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) March 25, 1996 (March 5, 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>
Item 5. Other Events.
New Plan Realty Trust, a Massachusetts business trust (the "Company")
previously filed a Registration Statement on Form S-3 (No. 33-61383) (the
"Registration Statement"), which was declared effective by the Securities and
Exchange Commission on September 13, 1995. The Company may issue notes from
time to time under the Senior Securities Indenture by and between the Company
and State Street Bank and Trust Company (as successor to The First National
Bank of Boston), as trustee, dated March 29, 1995, as amended, supplemented or
modified from time to time (the "Indenture"), which Indenture was filed as
Exhibit 4.2 to the Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
1. Statement of Eligibility of Senior Securities Trustee on Form T-
1.
SIGNATURES
__________
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: March 25, 1996
NEW PLAN REALTY TRUST
By: /s/ Michael I. Brown
_______________________
Michael I. Brown
Chief Financial Officer
and Controller
SECURITIES ACT OF 1993 FILE NO: (IF APPLICATION OF
DETERMINE ELIGIBILITY OF TRUSTEE FOR DELAYED OFFERING
PURSUANT TO SECTION 305(b)(2)
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)______
____________________________
STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)
Massachusetts 04-1867445
(Jurisdiction of incorporation or (I.R.S. employer
organization if not a U.S. national bank) Identification No.)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
John R. Towers, Esq. Senior Vice President and Corporate Secretary
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)
_______________________________
NEW PLAN REALTY TRUST
(Exact name of obligor as specified in its charter)
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
(Address of principal executive offices)(Zip Code)
_______________________________
Medium-Term Notes (Title of indenture securities)
<PAGE>
GENERAL
Item 1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which
it is subject.
Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.
Board of Governors of the Federal Reserve System, Washington,
D.C., Federal Deposit Insurance Corporation, Washington, D.C.
Item 2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
The Obligor is not an affiliate of the trustee or of its parent,
State Street Boston Corporation.
(See note on page 6.)
Item 3. through Item 15. Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
1. A copy of the articles of association of the trustee as now in
effect.
A copy of the Articles of Association of the trustee, as now in
effect, is on file with the Securities and Exchange Commission
as Exhibit 1 to Amendment No. 1 to the Statement of Eligibility
and Qualification of Trustee (Form T-1) filed with the
Registration Statement of Morse Shoe, Inc. (File No. 22-17940)
and is incorporated herein by reference thereto.
2. A copy of the certificate of authority of the trustee to
commence business, if not contained in the articles of association.
A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the trustee
to commence business was necessary or issued is on file with
the Securities and Exchange Commission as Exhibit 2 to Amendment
No. 1 to the Statement of Eligibility and Qualification of
Trustee (Form T-1) filed with the Registration Statement of
Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein
by reference thereto.
3. A copy of the authorization of the trustee to exercise corporate trust
powers, if such authorization is not contained in the documents specified in
paragraph (1) or (2) above.
A copy of the authorization of the trustee to exercise corporate
trust powers is on file with the Securities and Exchange
Commission as Exhibit 3 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1) filed with
the Registration Statement of Morse Shoe, Inc. (File No. 22-
17940) and is incorporated herein by reference thereto.
4. A copy of the existing by-laws of the trustee, or instruments
corresponding thereto.
A copy of the by-laws of the trustee, as now in effect, is on
file with the Securities and Exchange Commission as Exhibit 4 to
the Statement of Eligibility and Qualification of Trustee (Form
T-1) filed with the Registration Statement of Eastern Edison
Company (File No. 33-37823) and is incorporated herein by
reference thereto.
5. A copy of each indenture referred to in Item 4, if the obligor is in
default.
Not applicable.
6. The consents of United States institutional trustees required by Section
321(b) of the Act.
The consent of the trustee required by Section 321(b) of the Act
is annexed hereto as Exhibit 6 and made a part hereof.
7. A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority.
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority is annexed hereto as Exhibit 7 and made a
part hereof.
NOTES
In answering any item of this Statement of Eligibility and
Qualification which relates to matters peculiarly within the knowledge of the
obligor or any underwriter for the obligor, the trustee has relied upon
information furnished to it by the obligor and the underwriters, and the
trustee disclaims responsibility for the accuracy or completeness of such
information.
The answer furnished to Item 2 of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston
and The Commonwealth of Massachusetts, on the 5th day of March, 1996.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Gerald R. Wheeler
---------------------
Gerald R. Wheeler
Vice President
<PAGE>
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by NEW PLAN
REALTY TRUST of its MEDIUM-TERM NOTES, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Gerald R. Wheeler
---------------------
Gerald R. Wheeler
Vice President
Dated: March 5, 1996<PAGE>
EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company of
Boston, Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this commonwealth
and a member of the Federal Reserve System, at the close of business December
31, 1995, published in accordance with a call made by the Federal Reserve Bank
of the District pursuant to the provisions of the Federal Reserve Act and in
accordance with a call made by the Commissioner of Banks under General
Laws, Chapter 172, Section 22(a).
Thousands of
ASSETS Dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances and
currency and coin.............................. 1,331,827
Interest-bearing balances..................... 5,971,326
Securities....................................... 6,325,054
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge subsidiary,............... 5,436,994
Loans and lease financing receivables:
Loans and leases, net of
unearned income...................4,308,339
Allowance for loan and lease
losses...............................63,491
Loans and leases, net of unearned income
and allowances ............................. 4,244,848
Assets held in trading accounts................... 1,042,846
Premises and fixed assets ........................ 374,362
Other real estate owned........................... 3,223
Investments in unconsolidated subsidiaries........ 31,624
Customers' liability to this bank on acceptances
outstanding.................................... 57,472
Intangible assets................................. 68,384
Other assets...................................... 670,058
__________
Total Assets................................... 25,558,018
==========
LIABILITIES
Deposits:
In domestic offices............................ $6,880,231
Noninterest-bearing............. 4,728,115
Interest-bearing................ 2,152,116
In foreign offices, Edge subsidiary............... 9,607,427
Noninterest-bearing..................28,265
Interest-bearing..................9,579,162
Federal funds purchased and securities sold under
agreements to repurchase in domestic
offices of the bank and of its Edge
subsidiary..................................... 5,913,969
Demand notes issued to the U.S. Treasury
and Trading Liabilities........................ 530,406
Other borrowed money.............................. 493,191
Bank's liability on acceptances
executed and outstanding........................ 57,387
Other liabilities.................................. 620,287
__________
Total Liabilities.............................. 24,102,898
__________
EQUITY CAPITAL
Common stock...................................... 29,176
Surplus........................................... 228,448
Undivided profits ................................ 1,197,496
__________
Total equity capital.............................. 1,455,120
__________
Total liabilities and equity capital.............. 25,558,018
==========
I, Rex S. Schuette, Senior Vice President and Comptroller of the above-
named bank, do hereby declare that this Report of Condition has been prepared
in conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Rex S. Schuette
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
David A. Spina
Marshall N. Carter
Charles F. Kaye
