UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
New Plan Realty Trust
- --------------------------------------------------------------------------------
(Name of Issuer)
Shares of Beneficial Interest, No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
337400 10 5
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Geoffrey R. Henry Copies to:
MNOPF Trustees Limited Michael M. Maney
Ashcombe House, The Crescent Sullivan & Cromwell
Leatherhead, Surrey KT22 8LQ 125 Broad Street
England New York, New York 10004
(44-1372) 386000 (212) 558-3800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 17, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
SEC 1746(12-91)
Page 1 of 22 Pages
<PAGE>
SCHEDULE 13D
- --------------------
CUSIP NO. 337400 10 5 Page 2 of 19 Pages
------- --------
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MNOPF Trustees Limited
No SS or IRS I.D. No.
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 2,893,954*
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,893,954*
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
None
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,893,954*
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.97%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
EP
- ------------------------------------------------------------
- ----------------
* These Shares do not include 6,000 Shares which were inadvertently
included in previous Schedule 13D filings as beneficially owned by
MNOPF Trustees Limited. Please see Item 5 below describing beneficial
ownership of the Shares.
Page 2 of 22 Pages
<PAGE>
SCHEDULE 13D
This Amendment No. 7 to Schedule 13D (the
"Amendment") is filed by MNOPF Trustees Limited (the
"Trustee"), on behalf of Merchant Navy Officers Pension
Fund (the "Fund") pursuant to Rule 13d-2(a) under the
Securities Exchange Act of 1934, as amended, as an amendment to and
restatement of the Schedule 13D filed by the Trustee on
December 28, 1981, as amended, with respect to the shares
of beneficial interest of New Plan Realty Trust. Statements
previously made by the Trustee pursuant to such Schedule
13D, as amended, that have been superseded by subsequent
events reported therein have been deleted. The following
statements do not purport to be complete and are qualified
in their entirety by reference to all of the provisions of
the documents referred to herein and filed as exhibits
hereto.
Item 1. Security and Issuer.
- ------ -------------------
This Amendment relates to the shares of
beneficial interest, no par value (the "Shares"), of New Plan Realty
Trust, an unincorporated association operating under a
declaration of trust under the laws of Massachusetts
("NPRT"), the principal executive offices of which are
located at 1120 Avenue of the Americas, New York, New York
10036.
Page 3 of 22 Pages
<PAGE>
Item 2. Identity and Background.
- ------ -----------------------
This Amendment is filed by the Trustee, the principal business
and offices of which are located at Ashcombe House, The Crescent, Leatherhead,
Surrey KT22 8LQ, England. The Trustee acts as trustee for the Fund, and all
investments of the Fund are held in the name of the Trustee. The Trustee and the
Fund exist under English law. The Fund was created in 1938 to provide pensions
for officers of the British Merchant Navy upon retirement.
The directors of the Trustee have overall responsibility for
the assets of the Fund. The information required by this Item 2 with respect to
the executive officers of the Fund and the Directors of the Trustee is furnished
in Annex A attached hereto and incorporated herein by reference. Each executive
officer and director of the Trustee is a citizen of the United Kingdom.
During the last five years neither the Trustee nor the Fund
nor, to the best knowledge and belief of the Trustee and the Fund, any of the
persons identified in Annex A, has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceedings was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Fund and Other Consideration.
- ------ -------------------------------------------------
Inapplicable.
Page 4 of 22 Pages
<PAGE>
Item 4. Purpose of Transaction.
- ------ ----------------------
The Shares of NPRT beneficially owned by the Fund were
purchased by the Fund for investment purposes, but the Trustee determined at the
end of 1992 that it would be prudent to reduce the Fund's holdings in order to
diversify the Fund's portfolio and improve liquidity. Accordingly, the Trustee
sold 2,500,000 Shares on March 17, 1993 to Underwriters in a registered public
offering, and an additional 265,292 Shares on March 23, 1993, pursuant to an
over-allotment option granted to the Underwriters. On each of August 1 and
September 27, 1995, respectively, the Fund sold for cash 10,000 Shares to a
single broker/dealer. Commencing on November 27, 1996, the Fund began selling
Shares in the open market, culminating in sales on January 14, 1997 (settlement
date January 17, 1997), which triggers this filing.
As of the date of this Amendment, the Fund does not have any
plan or proposal which relates to or would result in any of the actions set
forth in parts (a) through (j) of Item 4 of Schedule 13D, other than the
following:
1. Pursuant to an agreement dated August 18, 1995, between NPRT and the
Trustee (the "Letter Agreement"), the parties agreed to terminate the purchase
agreement dated December 17, 1981, between NPRT and the Fund (which agreement
had previously been filed). The Letter Agreement is filed as an exhibit hereto
and incorporated into this Item 4 by reference.
Page 5 of 22 Pages
<PAGE>
2. Pursuant to Section 2 of an agreement, dated December 17, 1981 (the
"Agreement"), among NPRT, the Fund, and William Newman, Joseph Newman and Melvin
Newman (the "Newmans"), the parties agreed that so long as a Newman or Arnold
Laubich was a key executive of NPRT, the Fund would not sell any Shares without
giving to NPRT and the Newmans, respectively, a right of first refusal to
purchase the Shares. The Agreement was terminated by a Termination Agreement,
dated March 1, 1994 (the "Termination Agreement"), among NPRT, the Trustee and
the Newmans. The Termination Agreement is filed as an exhibit hereto and
incorporated into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
As of the date hereof, the Fund beneficially owns 2,893,954
Shares, representing 4.97% of the Outstanding Shares (based on the NPRT 1996
Annual Proxy Statement). These Shares do not include 6,000 Shares which were
inadvertently included in previous Schedule 13D filings as benefically owned by
the Fund. The 6,000 Shares are beneficially owned by MNOPF Staff Fund (the
"Staff Fund"), a pension fund that provides pensions for certain officers of the
Trustee upon retirement. These Shares are registered in the name of Cede & Co.
and held at The Depository Trust Company of New York in a separate account. The
investments of the Staff Fund are managed by a United Kingdom-based investment
management company. Neither the Trustee nor the Fund exercises, directly or
indirectly, voting or investment power over the 6,000 Shares beneficially owned
Page 6 of 22 Pages
<PAGE>
by the Staff Fund. Annex B hereto sets forth Purchases and Sales of Shares of
NPRT by the Fund and is incorporated herein by reference. On January 17, 1997,
the Fund ceased to be a beneficial owner of more than 5% of the outstanding
Shares.
The Fund has the sole power to vote, or to direct the voting
of, and the sole power to dispose, or to direct the disposition of, the Shares
beneficially owned by the Fund.
Other than the Shares beneficially owned by the Fund, neither
the Fund nor any of its executive officers or the directors of the Trustee are
the beneficial owners of, nor do any of them have the right to acquire, directly
or indirectly, any Shares.
Other than the transactions set forth in Annex B hereto,
neither the Fund nor, to the best knowledge and belief of the Fund, any of the
persons identified in Annex A hereto, has been party to any transactions in the
Shares during the sixty-day period ending on the date of this Amendment.
Item 6. Contracts, Arrangements or Understandings
- ------ with Respect to Securities of the Issuer.
----------------------------------------
Except for the Letter Agreement and the Termination Agreement
described in Item 4, neither the Fund nor any of its executive officers or the
directors of the Trustee have any contract, arrangements or understandings with
any person with respect to any securities of NPRT.
Page 7 of 22 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
Exhibit 1 Letter Agreement, dated August 18, 1995,
between MNOPF Trustees Limited and
New Plan Realty Trust.
Exhibit 2 Termination Agreement, dated March 1, 1994,
between New Plan Realty Trust, MNOPF Trustees
Limited and William Newman, Joseph Newman
and Melvin Newman.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 17, 1997
MNOPF TRUSTEES LIMITED
By_______________________________
Geoffrey R. Henry
Chief Executive
Page 8 of 22 Pages
<PAGE>
ANNEX A TO SCHEDULE 13D OF
THE MERCHANT NAVY OFFICERS PENSION FUND
Directors and Executive Officers of
The Merchant Navy Officers Pension Fund
---------------------------------------
Trustees Present principal
Name Business Address occupation & employer
- -------- ---------------- ---------------------
(all addresses are in England)
ATTWOOD, Laurance National Union of Marine National Secretary
William Aviation & Shipping NUMAST
Transport Officers
Nautilus House
Mariners Park
Wallasey
Merseyside L45 7PH
BERRY, Ian Robert The Maersk Company Managing Director
(I0M) Limited The Maersk Co (IOM)
Portland House Ltd
Station Road
Ballasalla
ISLE OF MAN 4QL
BOND, Derek Richard 29 Dunraven Road Retired, former Union
Little Neston official
South Wirral
L64 9QT
CORNTHWAITE, Blue Star Line Ltd Finance Director
Christopher John Albion House Blue Star Line Ltd
20 Queen Elizabeth Street
London SE1 2LS
CROSSMAN, John The Old Vicarage Retired, Company
Malcolm Church Hill Secretary P&O
Ramsey
Harwich
Essex C0 12 5EU
Page 9 of 22 Pages
<PAGE>
Trustees Present principal
Name Business Address occupation & employer
- -------- ---------------- ---------------------
(all addresses are in England)
CUNNINGHAM, C. P&O European Ferries Ltd Finance Director
Channel House P&O European
Channel View Road Ferries Ltd
Dover, CT17 9TJ
England
EVERARD, William Derek F T Everard & Sons Ltd Managing Director
(Vice Chairman) The Wharf F T Everard & Sons
Greenhithe Ltd
Kent DA9 9NW
HARRISON, William National Union of Marine National Secretary
Aviation & Shipping NUMAST
Transport Officers
Oceanair House
750/760 High Road
Leytonstone
London E11 3BB
JONES, Christopher P&O European Ferries Ltd. 2nd Engineer Officer
8 Dourside P&O
River
Dover
Kent CT17 OUX
McEWEN, Peter Gerard National Union of Marine Deputy General
Aviation & Shipping Secretary
Transport Officers NUMAST
Oceanair House
750/760 High road
Leytonstone
London E11 3BB
MARCHANT, F.M. P&O Steam Navigation Director-Marine Affairs
(Captain) Company P&O Steam Navigation
22nd Floor Company
The London Television Centre
58-72 Upper Ground
London SE1 9P
Page 10 of 22 Pages
<PAGE>
Trustees Present principal
Name Business Address occupation & employer
- -------- ---------------- ---------------------
(all addresses are in England)
NEWMAN, Paul John 57 Park Road Retired, former Union
(Chairman) Brentwood official
Essex
CM14 4TX
ORRELL, Brian David National Union of Marine General Secretary
Aviation & Shipping NUMAST
Transport Officers
Oceanair House
750/760 High Road
Leytonstone
London E11 3BB
PRATT, Peter Charles The John Ellerman Foundation Director & Secretary
Suite 10, Aria House The John Ellerman
23 Craven Street Foundation
London WC2N 5NT
- -------------------------------------------------------------------------------
ALTERNATE DIRECTORS
HICKS, Grahame Robert National Union of Marine Official
Aviation & Shipping Transport NUMAST
Officers
Oceanair House
750/760 High Road
Leytonstone
London E11 3BB
HOWARD, Martyn Philip National Union of Marine Official
Aviation & Shipping NUMAST
Transport Officers
Oceanair House
750/760 High Road
Leytonstone
London E11 3BB
Page 11 of 22 Pages
<PAGE>
Trustees Present principal
Name Business Address occupation & employer
- -------- ---------------- ---------------------
(all addresses are in England)
LOMAS, Robert The Chamber of Shipping Manager
Carthusian Court The Chamber of
12 Carthusian Street Shipping
London EC1M 6EB
LUSTED, John The Chamber of Shipping Deputy General
Carthusian Court Secretary
12 Carthusian Street NUMAST
London EC1M 6EB
ROGERS, Martin Roger National Union of Marine Official
Aviation & Shipping NUMAST
Transport Officers
Oceanair House
750/760 High Road
Leytonstone
London E11 3BB
Page 12 of 22 Pages
<PAGE>
Trustees Present principal
Name Business Address occupation & employer
- -------- ---------------- ---------------------
(all addresses are in England)
EXECUTIVE OFFICERS
HENRY, Geoffrey Ashcombe House Chief Executive of the
Ronald The Crescent Fund & Trustee Company
Leatherhead
Surrey KT22 8LQ
ADAMSON, Mark Ashcombe House Secretary to the Fund
Henzell The Crescent & Trustee Company
Leatherhead
Surrey KT22 8LQ
Page 13 of 22 Pages
<PAGE>
ANNEX B TO SCHEDULE 13D OF
MNOPF TRUSTEES LIMITED
The following is a list of purchases and sales of Shares of
Beneficial Interest, No Par Value, of New Plan Realty Trust. Except as indicated
by footnotes, all such purchases were made on the American Stock Exchange, and
except as indicated by footnotes, all sales were made on the New York Stock
Exchange. Dates are trade dates, not settlement dates.
Date Shares Purchased Price
---- ---------------- -----
1981
----
12-24* 910,000 $16.000
1982
----
2/1 500 13.250
2/3 3,000 13.250
1,000 13.750
2/4
2/5 1,300 13.750
900 14.000
2/8 2,500 14.000
2/9 400 13.750
300 13.825
2,200 14.000
2/10 300 13.750
2/12 700 13.625
2/16 600 13.500
2/17 100 13.500
2/18 300 13.375
2/19 400 13.750
200 13.625
- --------
* Shares purchased from New Plan Realty Trust pursuant to the Purchase
Agreement, which is Exhibit 1 to Amendment No. 6 to Schedule 13D filed
on March 23, 1993.
Page 14 of 22 Pages
<PAGE>
Date Shares Purchased Price
---- ---------------- -----
1982
----
2/22 200 $13.625
2/23 200 13.625
2/24 200 13.625
2/26 300 13.750
3/1 1,100 13.750
3/2 1,500 13.750
200 13.625
3/3 500 13.625
800 13.500
500 13.375
3/4 200 13.250
300 13.000
1,000 13.375
3/8 600 13.000
700 13.250
3/9 400 12.625
3/10 300 13.125
300 13.375
700 13.000
3/15 500 13.750
3/16 600 13.750
3/18 500 13.750
3/19 700 13.750
3/22 1,700 13.250
4/1 1,500 14.000
4/2 700 13.750
4/5 200 13.750
4/6 4,600 14.000
4/7 3,000 14.000
4/8 3,500 14.000
4/12 800 14.000
4/13 500 14.000
200 13.750
Page 15 of 22 Pages
<PAGE>
Date Shares Purchased Price
---- ---------------- -----
1982
----
4/14 600 13.750
4/16 1,100 14.000
4/19 400 14.000
4/20 3,000 14.000
4/21 3,400 14.000
4/22 1,000 14.000
4/23 600 14.000
4/26 1,000 14.000
5/4 2,500 14.625
400 14.500
5/7 200 15.000
5/11 1,500 15.000
5/12 1,100 15.250
5/13 3,000 15.500
200 15.625
5/27 1,300 14.625
5/28 2,000 14.625
6/9 200 15.250
300 15.125
6/10 800 15.125
6/11 200 15.250
6/14 700 15.500
6/15 200 15.750
900 15.500
6/16 500 15.375
6/17 2,500 15.500
6/18 2,500 15.375
6/21 100 15.500
6/22 4,400 15.625
500 15.500
Page 16 of 22 Pages
<PAGE>
Date Shares Purchased Price
---- ---------------- -----
1982
----
9/24* 106,270 16.000
1983
----
2/11** $5,000,000 $4,851,050
Convertible Debs.
(converted into
416,666 Shares)
1984
----
4/25*** 536,667 Shares 10.55
1985
----
11/26**** $16,700,000 $16,325,235.76
Conv. Sub. Debs.
(converted 3/11/88
into 1,453,437
Shares)
1989
----
5/17***** 1,100,000 Shares 14.875
--------
* Shares purchased from New Plan Realty Trust pursuant to the Purchase
Agreement, which is Exhibit 1 to Amendment No. 6 to Schedule 13D filed
on March 23, 1993.
** Convertible Debentures purchased from New Plan Realty Trust pursuant to
the Debenture Purchase Agreement, which is Exhibit 3 to Amendment No. 6
to Schedule 13D filed on March 23, 1993.
*** Shares purchased from New Plan Realty Trust pursuant to Stock Purchase
Agreement, which is Exhibit 4 to Amendment No. 6 to Schedule 13D filed on
March 23, 1993.
**** Convertible Subordinated Debentures purchased from New Plan Realty
Trust pursuant to Debenture Purchase Agreement, which is Exhibit 5 to
Amendment No. 6 to Schedule 13D filed on March 23, 1993.
***** Shares purchased from New Plan Realty Trust pursuant to Share Purchase
Agreement, which is Exhibit 6 to Schedule 13D filed on March 23, 1993.
Page 17 of 22 Pages
<PAGE>
Date Shares Sold Price
---- ----------- -----
1993
----
3/17* 2,500,000 23.815
3/23* 265,292 23.495**
1994
----
1995
----
8/1 10,000 21.75
9/27 300 21.125
5,500 22.000
4,200 21.875
1996
----
11/27 20,000 23.250
27,000 23.125
72,800 23.000
11/29 10,200 23.000
12/02 2,000 23.125
25,000 23.000
12/03 1,600 23.125
8,000 23.000
12/04 3,400 23.000
12/06 10,000 23.000
12/09 30,000 23.125
40,000 23.000
- --------
* Shares sold pursuant to the Purchase Agreement, which is Exhibit 7 to
Amendment No. 6 to Schedule 13D filed on March 23, 1993.
**Ex-dividend of $0.32 payable to holders of record on March 17, 1993.
Page 18 of 22 Pages
<PAGE>
Date Shares Sold Price
---- ----------- -----
1996
----
12/12 33,000 23.875
13,300 23.750
12/13 33,700 23.750
12/16 20,000 23.875
20,000 23.750
12/18 500 23.875
81,300 23.750
25,000 23.625
12/19 16,300 23.750
56,900 23.625
1997
----
1/14 1,040,000 23.500
Page 19 of 22 Pages
Exhibit 1
August 18, 1995
MNOPF Trustees Limited
Ashcombe House, The Crescent
Leatherhead, Surrey KT22 8LQ England
Gentlemen:
Reference is made to that certain Purchase Agreement between New Plan Realty
Trust ("New Plan") and you dated December 17, 1981 (the "Agreement") and to the
4,493,954 shares of beneficial interest you own in New Plan (the "Shares").
This letter will confirm the agreement between you and New Plan regarding the
Agreement and the Shares:
1. The Agreement is hereby terminated and neither party thereto shall have
any further liability to the other thereunder.
2. You have represented that the Shares are all of the shares of beneficial
interest in New Plan owned by you.
3. The existing outstanding certificates representing the Shares will be
reissued forthwith without any legends thereon in the name of "MNOPF Trustees
Limited" or a street nominee name, at you or your agent's written direction, and
delivered to Bank of New York for your account within three business days after
the delivery of such outstanding certificates together with written instructions
to such effect to The First National Bank of Boston, New Plan's Transfer Agent
for the Shares. The period of three business days set forth above shall be
extended for such reasonable period as may be necessary in the event such
certificates are not delivered within such period as a result of Acts of God.
4. Provided that the events detailed in Clause 3 above occur, you agree to
vote the Shares, so long as they are owned by you (or an affiliated or related
entity), in favor of (a) the election of the nominees of New Plan's management
each year for Trustees through December 31, 2001 and (b) Amendment #11 to
Declaration of Trust of New Plan Realty Trust when requested by and upon the
recommendation of its Board of Trustees. You agree to vote the Shares as set
forth above by delivering to New Plan the form of Proxy provided by New Plan,
appropriately completed and executed no less than one (1) week before the last
date to vote on such issue, but in any event within seven days after its receipt
by you.
Page 20 of 22 Pages
<PAGE>
5. As long as you own such number of shares of beneficial interest of New
Plan as shall exceed 5% of all of the issued and outstanding shares of
beneficial interest of New Plan, you agree to use your best efforts to notify
New Plan, in writing, of any sale of Shares (including, the number of Shares
transferred, the date of transfer and the name of the transferee where known to
you) promptly after such sale. In addition, you will send New Plan copies of all
notices and forms required to be filed with the Securities and Exchange
Commission as a result of any transfer of Shares promptly after such filing is
made.
Please confirm our agreement as set forth above by signing and returning a
copy of this letter.
NEW PLAN REALTY TRUST
By: /s/ Arnold Laubich, President
MNOPF TRUSTEES LIMITED
By: GR Henry
Page 21 of 22 Pages
Exhibit 2
[LETTERHEAD OF NEW PLAN REALTY TRUST]
March 1, 1994
MNOPF Trustees Limited
Ashcombe House, The Crescent
Leatherhead, Surrey KT22 8LQ England
Mr. William Newman
Mr. Melvin Newman
Estate of Joseph Newman
c/o New Plan Realty Trust
1120 Avenue of the Americas
New York, NY 10036
Re: Agreement dated December 17, 1981 As amended
Dear Sirs:
On or about December 17, 1981 MNOPF Trustees Limited (then known as Merchant
Navy Officers Pension Fund Trustees Limited), New Plan Realty Trust, William
Newman, Joseph Newman and Melvin Newman entered into an agreement (the
"Agreement") providing certain rights of first refusal. The Agreement has been
amended from time to time, most recently by letter agreement dated December 3,
1991.
The parties agree that the purposes of the agreement are no longer being served,
and accordingly terminate the Agreement forthwith.
Please signify your acceptance of the foregoing by signing and returning the
enclosed copies of this letter.
Very truly yours,
NEW PLAN REALTY TRUST
By: /s/ William Newman, CEO
/s/ /s/
William Newman Melvin Newman
MNOPF Trustees Limited Estate of Joseph Newman
By: /s/ By: /s/ Rosslyn Newman
A.J. Ashmore
Chief Executive
The obligations of the Trust are not personally binding upon, nor shall resort
be had to the private property of any of the Trustees, shareholders, officers,
employees or agents of the Trust, but the Trust property only shall be bound.
Page 22 of 22 Pages
