SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
_______________________________________________
Date of Report September 19, 1997 Commission file number 1-8459
New Plan Realty Trust
(Exact name of registrant as specified in charter)
Massachusetts 13-1995781
(State of Incorporation) (IRS Employer Identification No.)
1120 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices)
(212) 869-3000
Registrant's telephone number
The undersigned registrant hereby amends its Current Report on Form 8-K,
dated
July 31, 1997, by amending Items 5 and 7.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NEW PLAN REALTY TRUST
(Registrant)
By:/s/ Michael I. Brown
------------------------
Michael I. Brown
Chief Financial Officer and Controller
Dated: September 19, 1997<PAGE>
Item 5. Other Events
New Plan Realty Trust (the "Trust) purchased four properties for an
aggregate purchase price of approximately $82.6 million of which $1.3 million
was paid in cash. This was the estimated fair market value of such properties.
Additional information regarding the four properties is set forth below.
Property Date of Acquisition Acres Gross Leasable Area or
Units Seller Occupancy
BETHEL PARK PLAZA
Bethel Park, PA 5/14/97 23 222,000 S.F. Bethel Park L.P. 97%
Principal Tenants: Ames, Giant Eagle, Pep Boys
REGENCY PARK
SHOPPING CENTER
Jacksonville, FL 6/16/97 30 328,000 S.F. Regency Park 92%
Associates
Principal Tenants: Publix Supermarket, Service Merchandise, Marshall's, Baby
Superstore, Michael's
HILLCREST APARTMENTS
Mobile, AL 6/30/97 7 140 units Park Lane II, Ltd. 99%
WESTRIDGE COURT 7/18/97 50 448,000 S.F. Chicago Title 97%
SHOPPING CENTER Company as
Naperville, IL Trustee
Principal Tenants: Cub Foods, Marshall's, Old Navy, CompUSA, Linens 'N Things,
Odeon Cinema
Audited statements of revenue and certain operating expenses and pro
forma financial information reflecting the acquisition of the four properties
are included in this Current Report on Form 8-K/A Amendment No. 1.
<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. Report of Eichler, Bergsman & Co., LLP, Independent Certified
Public Accountants, dated July 21, 1997.
2. Certain properties acquired - Historical Summary of Combined
Revenues and Certain Operating Expenses for the year ended
October 31, 1996.
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 statement of income
for the year ended July 31, 1996.
(b) Pro forma condensed consolidated statement of income
for the nine months ended April 30, 1997.
(c) Pro forma condensed consolidated balance sheet as of
April 30, 1997.
(d) 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, New York 10036
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying Historical Summary of Combined Revenues and
Certain Operating Expenses of Bethel Park Plaza, Regency Park Shopping Center,
Westridge Court Shopping Center and Hillcrest Apartments (the "Properties") for
the year ended October 31, 1996. 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.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstate-
ment. 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
July 21, 1997
<PAGE>
HISTORICAL SUMMARY OF COMBINED REVENUES AND CERTAIN OPERATING EXPENSES
OF CERTAIN PROPERTIES ACQUIRED
FOR THE YEAR ENDED OCTOBER 31, 1996
(IN THOUSANDS)
Rental income $10,159
Repairs and maintenance $ 591
Real estate taxes 1,299
Other operating expenses 552 2,442
Excess of revenues over certain operating expenses $ 7,717
NOTE:
The Historical Summary of Combined Revenues and Certain Operating Expenses
relates to the operation of Bethel Park Plaza, Regency Park Shopping Center,
Westridge Court Shopping Center and Hillcrest Apartments (the "Properties")
while under ownership previous to New Plan Realty Trust. The properties are all
shopping centers, except Hillcrest Apartments.
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 July 31 under existing commercial
operating leases at shopping centers being reported on are approximately as
follows (in thousands):
1998 $8,734 2001 $ 6,268
1999 8,579 2002 3,989
2000 7,952 Thereafter 46,541
The above assumes that all leases which expire are not renewed, therefore,
neither renewal rentals nor rental 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, increase in the Consumer Price Indices, common area maintenance charges
and real estate tax reimbursement.
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 July 31, 1996 based on the Historical Summary of
Combined 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 $7,717*
Less:
Estimated depreciation 1,652
Estimated taxable operating income $6,065
======
Estimated funds generated:
Estimated taxable operating income $6,065
Add: Estimated depreciation 1,652
Estimate of funds generated $7,717*
=======
* Estimates of operating income, net taxable income and funds generated do
not include appromimately $500,000 of revenue from leases that commenced
after the year ended October 31, 1996.
b. Estimated taxable income for New Plan Realty Trust (including the four
properties) for the year ended July 31, 1996 and the nine months ended
April 30, 1997 is approximately the same as Pro Forma net income
reported on the Pro Forma Condensed Statements 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. Depreciation expense was based upon an estimated useful life of 40
years 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 unaudited pro forma condensed consolidated statements of income for the
year ended July 31, 1996 and the nine months ended April 30, 1997 reflect the
acquisition of the four properties as if the transactions and other acquisitions
made during the year had occurred on August 1, 1995. This pro forma information
is based on the historical statement of the Trust after giving effect to the
acquisition of these properties.
The following unaudited pro forma condensed consolidated balance sheet as of
April 30, 1997 reflects the acquisition of the four properties and other
acquisitions previously reported as if the acquisition had occurred on that
date.
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 acquisitions 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,
1996 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, 1996).
<PAGE>
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED JULY 31, 1996
(In thousands except for per share amounts)
PREVIOUSLY REPORTED (4)
AS REPORTED CURRENT PRO FORMA OTHER PRO FORMA HISTORICAL PRO
FORMA PRO FORMA
----------- ACQUISITIONS ADJUSTMENTS ADJUSTMENTS CURRENT ACQUISITIONS
ADJUSTMENTS ALL
------------ ----------- ----------- ACQUISITIONS ------------
- ----------- ACQUISITIONS
------------
------------
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
RENTAL REVENUES $162,821 $10,159 500 (5) $173,480 $27,730 $
565 $201,775
INTEREST AND DIVIDENDS 4,785 4,785
(2,067) 2,718
------- ------- ------ -------- --------
- -------- --------
TOTAL REVENUE 167,606 10,159 500 178,265 27,730
(1,502) 204,493
OPERATING COSTS 57,302 2,442 59,744 9,474
69,218
DEPRECIATION EXPENSE 20,004 $ 1,652 (2,3) 21,656
3,466 25,122
INTEREST EXPENSE 17,561 4,885 (2) 22,446
8,084 30,530
TOTAL OPERATING
EXPENSES 94,867 2,442 6,537 103,846 9,474
11,550 124,870
OTHER DEDUCTIONS 2,616 2,616
2,616
OTHER INCOME 398 398
398
------ ------ ------- ------- ------- -------
- -------- -------
NET INCOME $ 70,521 $ 7,717 $(6,537) $ 500 $ 72,201 $18,256
($13,052) $ 77,405
======== ======== ======== ====== ======== =======
======== ========
NET INCOME PER SHARE $ 1.25 $ 1.28
$ 1.37
AVERAGE SHARES
OUTSTANDING 56,484 56,484
56,484
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)
NINE MONTHS ENDED APRIL 30, 1997
(In thousands except for per share amounts)
PREVIOUSLY
REPORTED (4)
AS REPORTED CURRENT PRO FORMA OTHER PRO FORMA HISTORICAL
PRO FORMA PRO FORMA
----------- ACQUISITION ADJUSTMENTS ADJUSTMENTS CURRENT ACQUISITIONS
ADJUSTMENTS ALL
----------- ----------- ----------- ACQUISITIONS ------------
- ----------- ACQUISITIONS
------------
------------
<S> <C> <C> <C> <C> <C> <C>
<C> <C>
REVENUES:
RENTAL REVENUES $147,719 $ 7,619 $ 375 (5) $155,713 $ 9,701 $
153 $165,567
INTEREST AND DIVIDENDS 3,277 3,277
3,277
TOTAL REVENUE 150,996 7,619 375 158,990 9,701
153 168,844
OPERATING EXPENSES:
OPERATING COST 54,138 1,832 55,970 3,096
59,066
DEPRECIATION EXPENSE 18,252 $ 1,239 (2,3) 19,491
1,178 20,669
INTEREST EXPENSE 19,758 3,664 (2) 23,422
3,630 27,052
TOTAL OPERATING
EXPENSES 92,148 1,832 4,903 $ 375 98,883 3,096
4,808 106,787
OTHER DEDUCTIONS 1,525 1,525
1,525
OTHER INCOME (LOSS) (68) (68)
(68)
NET INCOME $ 57,255 $ 5,787 ($4,903) $ 375 $ 58,514 $ 6,605
($4,655) $ 60,464
NET INCOME PER SHARE
AVERAGE SHARES OUTSTANDING
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 APRIL 30, 1997
(In Thousands)
AS REPORTED PRO FORMA PRO FORMA PRO FORMA
ADJUSTMENTS(1) ADJUSTMENTS(1)
CURRENT PRIOR
ACQUISITIONS ACQUISITIONS
REAL ESTATE $1,031,275 $82,600 $46,093 $1,159,968
CASH, CASH EQUIVALENTS,
MARKETABLE SECURITIES
AND OTHER INVESTMENTS 23,523 23,523
OTHER 45,833 45,833
TOTAL ASSETS $1,100,631 $82,600 $46,093 $1,229,324
LIABILITIES:
MORTGAGES PAYABLE $ 58,748 1,300 $ 6,027 $ 66,075
NOTES PAYABLE 342,597 $81,300 40,066 463,963
OTHER LIABILITIES 30,218 30,218
TOTAL LIABILITIES 431,563 82,600 46,093 560,256
SHAREHOLDERS' EQUITY 669,068 669,068
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,100,631 $82,600 $46,093 $1,229,324
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 to the Pro Forma Consolidated Balance Sheet as of
April 30, 1997 reflect the acquisition of the four properties and other
acquisitions previously reported after April 30, 1997 using increased
borrowings.
2. Pro Forma Adjustments to the unaudited Pro Forma Condensed Consolidated
Statements of Income for the year ended July 31, 1996 and for the nine
months ended April 30, 1997 include adjustments to reflect the acquisition
of the four current acquisitions and the previously reported acquired
properties as if they had been acquired on August 1, 1995 (See Note 3.)
For the year ended July 31, 1996 and the nine months ended April 30, 1997,
these adjustments include an increase in interest expense due to the
increase in mortgages and notes payable to finance these acquisitions.
The interest rate used was approximately 6.75% on the assumed mortgages
and 5.9% on the notes payable.
3. Depreciation expense was based upon an estimated useful life of 40 years
using the straight line method.
4. Refer to Form 8-K dated November 4, 1996, Form 8-K dated January 6, 1997,
Form 8-K dated June 18, 1997 and Form 8-K dated June 30, 1997 for
previously reported acquisitions.
5. Other adjustments reflects revenue from leases that commenced after the
year ended October 31, 1996.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
23 Consent of Independent Accountants
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, 333-15635
and 33-60315) and on Forms S-8 (33-57946 and 33-59077) of our report dated July
21, 1997 on our audit of the Historical Summary of Combined Revenues and
Certain Operating Expenses of certain properties acquired by New Plan Realty
Trust for the year ended October 31, 1996, which is included in this Amendment
No. 1 on Form 8-K/A dated September 19, 1997.
EICHLER, BERGSMAN & CO., LLP
New York, New York
September 19, 1997
