<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended July 31, 1998 OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-8459
NEW PLAN REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 13-1995781
(State of Incorporation) (I.R.S. Employer
Identification No.)
1120 AVENUE OF THE AMERICAS
NEW YORK, NY 10036 (212) 869-3000
(Address of Principal Executive Offices) (Registrant's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
SHARES OF BENEFICIAL INTEREST, NO PAR VALUE
(Title of Class)
NEW YORK STOCK EXCHANGE
(Name of Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $1,325,376,748 based on the closing price on the
New York Stock Exchange for such stock on September 23, 1998.
THE NUMBER OF SHARES OF THE REGISTRANT'S SHARES OF BENEFICIAL INTEREST
OUTSTANDING AS OF SEPTEMBER 23, 1998 WAS 60,108,962.
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TABLE OF CONTENTS
ITEM NO. PAGE
- -------- ----
PART I .....................................................................1
Item 1. Business.............................................................1
Item 2. Properties...........................................................5
Item 3. Legal Proceedings...................................................20
Item 4. Submission of Matters to a Vote of Security Holders.................20
PART II ....................................................................20
Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters.................................................20
Item 6. Selected Financial Data.............................................23
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................24
Item 7A. Quantitative and Qualitative Disclosures About Market Risk .........31
Item 8. Financial Statements and Supplementary Data.........................31
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................................31
PART III ....................................................................31
Item 10. Trustees and Executive Officers of the Trust .......................31
Item 11. Executive Compensation .............................................39
Item 12. Security Ownership of Certain Beneficial Owners and Management .....45
Item 13. Certain Relationships and Related Transactions .....................47
PART IV ....................................................................49
Item 14. Exhibits, Consolidated Financial Statements, Consolidated
Financial Statement Schedules, and Reports on Form 8-K..............49
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PART I
This Form 10-K, together with other statements and information publicly
disseminated by New Plan Realty Trust (the "Registrant" or the "Trust"),
contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements are based on assumptions and
expectations which may not be realized and are inherently subject to risks,
uncertainties and other factors, many of which cannot be predicted with accuracy
and some of which might not even be anticipated. Future events and actual
results, performance or achievements, financial and otherwise, may differ
materially from the results, performance or achievements expressed or implied by
the forward-looking statements. Risks, uncertainties and other factors that
might cause such differences, some of which could be material, include, but are
not limited to: national and local economic, business and real estate and other
market conditions; financing risks, such as the inability to obtain debt or
equity financing on favorable terms; potential adverse effects of the Merger (as
defined below), such as the inability to successfully integrate two previously
separate companies; the level and volatility of interest rates; financial
stability of tenants; the rate of revenue increases versus expense increases;
governmental approvals, actions and initiatives; environmental/safety
requirements; risks of real estate acquisition and development (including the
failure of pending acquisitions to close and pending developments to be
completed on time and within budget); as well as other risks listed from time to
time in this Form 10-K and in the Company's other reports filed with the
Securities and Exchange Commission or otherwise publicly disseminated by the
Company.
ITEM 1. BUSINESS
(a) General Development of Business
As of July 31, 1998, the Trust was a self-administered and self-managed
equity real estate investment trust. The Trust was organized on July 31, 1972 as
a business trust under the laws of the Commonwealth of Massachusetts. The Trust
is the successor to the original registrant (Reg. No. 2-19671), New Plan Realty
Corporation, which was incorporated under the laws of the State of Delaware on
December 4, 1961.
Since September 28, 1998, in connection with the Merger (as defined
below), the Trust has been a wholly owned subsidiary of New Plan Excel Realty
Trust, Inc. ("New Plan Excel"), a self-administered and self-managed equity real
estate investment trust, which was incorporated under the laws of the State of
California in 1985 and reincorporated as a Maryland corporation in July 1993.
See " -- Narrative Description of Business -- Consummation of the Merger" below.
(b) Financial Information About Industry Segments
As of July 31, 1998, the Trust was in the business of managing, operating,
leasing, acquiring, developing and investing in shopping centers, factory outlet
centers and apartment communities. See the Consolidated Financial Statements and
Notes thereto included in Item 8 of this Annual Report on Form 10-K for certain
information required by Item 1.
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Since September 28, 1998, the Trust has been in the business of managing,
operating and leasing its existing portfolio of shopping centers, factory outlet
centers and apartment communities. See " -- Narrative Description of the
Business -- Acquisition, Financing and Operating Strategies" below.
(c) Narrative Description of Business
General
As of July 31, 1998, the Trust owned, directly or through its
subsidiaries, fee or leasehold interests in 136 shopping centers containing an
aggregate of approximately 19.5 million square feet of gross leasable area
("GLA"), six factory outlet centers containing an aggregate of approximately 1.8
million square feet of GLA and 53 apartment communities containing approximately
12,700 units, primarily in the eastern half of the United States. The average
occupancy rates as of July 31, 1998 for the shopping centers, factory outlet
centers and apartment communities were approximately 91%, 91% and 92%,
respectively. In addition, as of July 31, 1998, the Trust owned a mortgage
interest in five shopping centers.
The Trust maintains its executive offices at 1120 Avenue of the Americas,
New York, New York 10036, and its telephone number is (212) 869-3000.
Acquisition, Financing and Operating Strategies
As of July 31, 1998, the Trust's primary investment strategy was to
identify and purchase well-located income-producing shopping centers and
apartment communities at a discount to replacement cost. The Trust also
purchased or developed selected factory outlet centers. The Trust sought to
achieve income growth and enhance the cash flow potential of its properties
through a program of expansion, renovation, leasing, re-leasing and improving
the tenant mix. The Trust minimized development risks by generally purchasing
existing income-producing properties. The Trust regularly reviewed its portfolio
and from time to time considered the sale of certain of its properties.
As a result of the consummation of the Merger on September 28, 1998, the
Trust currently seeks to achieve income growth and enhance the cash flow
potential of its properties through a program of expansion, renovation, leasing,
re-leasing and improving the tenant mix. It is expected that future acquisitions
and developments of, and investments in, shopping centers, factory outlet
centers and apartment communities will be done by New Plan Excel directly,
rather than through the Trust (although the Trust is not precluded from making
future acquisitions and developments of, or investments in, properties). The
Trust, however, will regularly review its portfolio and from time to time
consider the sale of certain of its properties.
The Trust has generally acquired properties for cash. In a few instances,
properties were acquired subject to existing mortgages. Long-term debt of the
Trust as of July 31, 1998 consisted of $114.1 million of mortgages having a
weighted average interest rate of 7.8% and $462.8 million aggregate principal
amount of unsecured notes having a weighted average interest rate of 6.9%. The
Trust's short-term debt consists of normal trade accounts payable and the
current portion of mortgages payable. As of July 31, 1998, there was no
outstanding balance under the Trust's $50 million unsecured line of credit with
The Bank of New York, Bank Hapoalim B.M. and Fleet National Bank. As of October
16, 1998, the outstanding balance under the line of credit was $50 million.
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As of July 31, 1998, virtually all operating and administrative functions,
such as leasing, data processing, finance, accounting, construction and legal,
were centrally managed at the Trust's headquarters. In addition, the Trust
maintained regional offices located near its various properties. On-site
functions such as security, maintenance, landscaping and other similar
activities were either performed by the Trust or subcontracted. The cost of
these functions was passed through to tenants to the extent permitted by the
respective leases.
As a result of the consummation of the Merger on September 28, 1998,
virtually all operating and administrative functions, such as leasing, data
processing, finance, accounting, construction and legal, are now managed at the
Trust's executive and operational headquarters in New York, New York and the
Trust's operational headquarters in San Diego, California. The Trust continues
to maintain field offices and regional offices located near its various
properties. On-site functions such as security, maintenance, landscaping and
other similar activities are either performed by the Trust or subcontracted. The
cost of these functions are passed through to tenants to the extent permitted by
the respective leases.
Developments During the 1998 Fiscal Year
In the fiscal year ended July 31, 1998, the Trust acquired 14 shopping
centers containing an aggregate of approximately 1.9 million square feet of GLA
and five apartment communities containing approximately 1,600 units. The newly
acquired properties are located in Florida, Georgia, Indiana, Michigan, Nevada,
New Jersey, New York, North Carolina, Ohio, Tennessee and Virginia. The
aggregate purchase price for these properties, including assumed mortgages, was
approximately $157 million.
Between July 31, 1998 and September 30, 1998, the Trust purchased an
apartment community containing 278 units in North Carolina, as well as a single
tenant retail property containing approximately 34,000 square feet of GLA in
Pennsylvania. The aggregate purchase price for these properties was
approximately $14.2 million.
Gross revenues, net income and funds from operations of the Trust for the
fiscal year ended July 31, 1998 were the largest in the Trust's history. Funds
from operations ("FFO") applicable to common shares of beneficial interest, no
par value, of the Trust ("Common Shares"), defined as net income plus
depreciation and amortization of real estate, less gains from sales of assets
and securities, less distribution requirements with respect to preferred shares
of the Trust, was approximately $116.4 million.
Consummation of the Merger
On September 28, 1998, Excel Realty Trust, Inc. ("Excel") and the Trust
consummated a previously announced merger pursuant to an Agreement and Plan of
Merger dated as of May 14, 1998, as amended as of August 7, 1998 (the "Merger
Agreement"), whereby ERT Merger Sub, Inc., a wholly owned subsidiary of Excel,
was merged with and into the Trust with the Trust surviving as a wholly owned
subsidiary of Excel (the "Merger"). The Merger was approved by the stockholders
of Excel and the shareholders of the Trust at special meetings held on September
25, 1998. In connection with the consummation of the Merger, Excel changed its
name from "Excel Realty Trust, Inc." to "New Plan Excel Realty Trust, Inc."
As provided in the Merger Agreement, Excel paid a 20% stock dividend prior
to the Merger. Upon consummation of the Merger, each Common Share of the Trust
was converted into one share of common stock, par value $.01 per share, of New
Plan Excel ("New Plan Excel Common Stock"), and
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each 7.8% Series A Cumulative Step-Up Premium Rate Preferred Share, par value
$1.00 per share, of the Trust was converted into one share of 7.8% Series D
Cumulative Voting Step-Up Premium Rate Preferred Stock, par value $.01 per
share, of New Plan Excel ("New Plan Excel Series D Preferred Stock"). New Plan
Excel issued an aggregate of approximately 60,000,000 shares of New Plan Excel
Common Stock and 150,000 shares of New Plan Excel Series D Preferred Stock
(represented by 1,500,000 depositary shares, each of which represents a
one-tenth fractional interest in a share of New Plan Excel Series D Preferred
Stock) to the Trust's shareholders in the Merger. The New Plan Excel Common
Stock is listed for trading on the New York Stock Exchange under the symbol
"NXL."
As further provided in the Merger Agreement, effective September 28, 1998,
the Board of Trustees of the Trust and the Board of Directors of New Plan Excel
consist of the six former members of Excel's Board and the nine former members
of the Trust's Board. Effective September 28, 1998, the senior management of the
Trust and New Plan Excel is as follows:
<TABLE>
<S> <C>
William Newman Chairman
Arnold Laubich Chief Executive Officer
Gary B. Sabin President and Chairman of Investment Committee
James M. Steuterman Executive Vice President and Co-Chief Operating Officer
Richard B. Muir Executive Vice President and Co-Chief Operating Officer
David A. Lund Chief Financial Officer
</TABLE>
New Plan Excel intends and expects that Mr. Laubich will eventually
succeed Mr. Newman as Chairman of New Plan Excel, at such time as Mr. Newman is
no longer serving in such capacity, and that Mr. Sabin will eventually succeed
Mr. Laubich as Chief Executive Officer of New Plan Excel, at such time as Mr.
Laubich is no longer serving in such capacity.
In connection with the consummation of the Merger, on September 28, 1998,
the Trust guaranteed the borrowings of New Plan Excel under New Plan Excel's
revolving credit facility.
Competition
The success of the Trust depends, among other factors, upon the trends of
the economy, including interest rates, income tax laws, increases or decreases
in operating expenses, governmental regulations and legislation, including
environmental requirements, real estate fluctuations, retailing trends,
population trends, zoning laws, the financial condition and stability of
tenants, the availability of financing and capital on satisfactory terms, the
ability of the Trust to compete with others for tenants and keep its properties
leased at profitable levels and construction costs. As of July 31, 1998, the
Trust competed for properties with an indeterminate number of investors,
including domestic and foreign corporations and financial institutions, other
real estate investment trusts, life insurance companies, pension funds and trust
funds. As a result of the consummation of the Merger on September 28, 1998, it
is expected that future acquisitions and developments of, and investments in,
properties will be done by New Plan Excel directly, rather than through the
Trust (although the Trust is not precluded from making future acquisitions and
developments of, or investments in, properties).
Adverse changes in general or local economic conditions could result in
the inability of some existing tenants of the Trust to meet their lease
obligations and could otherwise adversely affect the Trust's ability to attract
or retain tenants. Management believes, however, that the Trust's financial
strength and operating practices, particularly its ability to implement
renovation, expansion and leasing programs, will enable it to maintain and
increase rental income from its properties.
4
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Employees
As of July 31, 1998, the Trust and its subsidiaries employed approximately
600 individuals (including executive, administrative and field personnel). As of
such date, the Trust considered its relations with its personnel to be good. As
a result of the consummation of the Merger, as of September 28, 1998, New Plan
Excel and its subsidiaries (including the Trust) employed approximately 750
individuals (including executive, administrative and field personnel).
Qualification as a Real Estate Investment Trust
As of July 31, 1998, the Trust met the qualification requirements of a
real estate investment trust under Sections 856-858 of the Internal Revenue Code
of 1986, as amended (the "Code"). As a result, the Trust was not taxed on its
REIT taxable income, at least 95% of which was distributed to shareholders. See
Item 5 below.
As a result of the consummation of the Merger, since September 28,
1998, the Trust has been a wholly owed subsidiary of New Plan Excel and,
therefore, the Trust is a disregarded entity for federal income tax
purposes.
ITEM 2. PROPERTIES
The location, general character and primary occupancy information with
respect to the Trust's properties as of July 31, 1998 are set forth on the
Summary of Properties Schedule on the pages immediately following.
5
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Apartments
----------
<S> <C> <C> <C> <C> <C>
BRECKENRIDGE APARTMENTS 120 7 Fee 93
BIRMINGHAM AL
DEVONSHIRE PLACE 284 16 Fee 88
BIRMINGHAM AL
COURTS AT WILDWOOD 220 22 Fee 84
BIRMINGHAM AL
THE CLUB APARTMENTS 292 23 Fee 87
BIRMINGHAM AL
PLANTATION APARTMENTS 120 6 Fee 97
MOBILE AL
MAISON DE VILLE APTS 347 20 Fee 97
MOBILE AL
MAISON IMPERIAL APTS 56 6 Fee 93
MOBILE AL
KNOLLWOOD APARTMENTS 704 43 Fee 97
MOBILE AL
HILLCREST APARTMENTS 140 7 Fee 99
MOBILE AL
RODNEY APARTMENTS 207 11 Fee 86
DOVER DE
MAYFAIR APARTMENTS 96 7 Fee 93
DOVER DE
CHARTER POINTE APARTMENTS 312 20 Fee 95
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS 226 10 Fee 97
LAKE PARK FL
CAMBRIDGE APARTMENTS 180 12 Fee 91
ATHENS GA
TARA APARTMENTS 240 19 Fee 85
ATHENS GA
</TABLE>
6
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Apartments
----------
<S> <C> <C> <C> <C> <C>
REGENCY CLUB APARTMENTS 232 17 Fee 96
EVANSVILLE IN
HAWTHORNE HEIGHTS APTS 241 15 Fee 90
INDIANAPOLIS IN
FOREST HILLS APARTMENTS 420 22 Fee 89
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 125 8 Fee 93
LEXINGTON KY
SADDLEBROOK APARTMENTS 456 20 Fee 85
LEXINGTON KY
POPLAR LEVEL APARTMENTS 88 3 Fee 99
LOUISVILLE KY
LA FONTENAY APARTMENTS 248 17 Fee 92
LOUISVILLE KY
CHARLESTOWN @ DOUGLASS HILLS 244 17 Fee 95
LOUISVILLE KY
RIVERCHASE APARTMENTS 203 5 Fee 89
NEWPORT KY
SHERWOOD ACRES APARTMENTS 612 26 Fee 85
BATON ROUGE LA
FORESTWOOD APARTMENTS 272 11 Fee 96
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 360 25 Fee 89
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 309 36 Fee 98
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 184 17 Fee 96
CARY NC
MEADOW EAST APARTMENTS 100 15 Fee 84
POTSDAM NY
</TABLE>
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Apartments
----------
<S> <C> <C> <C> <C> <C>
MOHAWK GARDEN APARTMENTS 208 12 Fee 88
ROME NY
SPRING CREEK APARTMENTS 288 19 Fee 97
COLUMBUS OH
NORTHGATE APARTMENTS 316 21 Fee 93
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 164 10 Fee 98
FAIRBORN OH
CHESTERFIELD APARTMENTS 104 9 Fee 90
MAUMEE OH
EASTGREEN ON THE COMMONS APTS. 360 45 Fee 95
REYNOLDSBURG OH
GOLDCREST APARTMENTS 173 9 Fee 98
SHARONVILLE OH
CAMBRIDGE PARK APTS 196 14 Fee 93
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 130 9 Fee 95
HARRISBURG PA
HARBOUR LANDING APARTMENTS 208 15 Fee 92
COLUMBIA SC
SEDGEFIELD APARTMENTS 280 19 Fee 93
FLORENCE SC
TURTLE CREEK APARTMENTS 152 13 Fee 84
GREENVILLE SC
HICKORY LAKE APARTMENTS 322 26 Fee 93
ANTIOCH TN
COURTS @ WATERFORD PLACE 318 27 Fee 91
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 268 16 Fee 83
CLARKSVILLE TN
</TABLE>
8
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Apartments
----------
<S> <C> <C> <C> <C> <C>
THE PINES APARTMENTS 224 11 Fee 94
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 170 11 Fee 92
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 240 11 Fee 88
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 93 9 Fee 95
EAST RIDGE TN
MILLER CREST APARTMENTS 121 16 Fee 98
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 192 32 Fee 93
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 312 27 Fee 91
NASHVILLE TN
WOODBRIDGE APARTMENTS 220 19 Fee 93
NASHVILLE TN
Factory Outlets
---------------
FACTORY MERCHANTS BARSTOW 334,000 49 Fee 95
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 335,000 32 Fee 95
ST AUGUSTINE FL
FACTORY MERCHANTS BRANSON 317,000 39 Fee 84
BRANSON MO Leasehold
FACTORY OUTLET VILLAGE OSAGE BE 400,000 147 Fee 97
OSAGE BEACH MO
SIX FLAGS FACTORY OUTLET 190,000 55 Fee 100
JACKSON NJ
FACTORY MERCHANTS FT CHISWELL 176,000 55 Fee 68
MAX MEADOWS VA
</TABLE>
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Miscellaneous
-------------
<S> <C> <C> <C> <C> <C>
PIZZA HUT - PAD 4,000 1 Fee 100
GREENVILLE NC
HARDEES - PAD 4,000 1 Leasehold 100
HANOVER PA
PIZZA HUT - PAD 3,000 1 Leasehold 100
HARRISONBURG VA
Office Building
---------------
INSTITUTE FOR DEFENSE ANALYSIS 51,000 8 Leasehold 100
PRINCETON NJ
Shopping Centers
----------------
CLOVERDALE VILLAGE 59,000 6 Fee 100
FLORENCE AL
RODNEY VILLAGE 216,000 15 Fee 82
DOVER DE
DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 100
DOVER DE
REGENCY PARK SHOPPING CENTER 328,000 30 Fee 94
JACKSONVILLE FL
</TABLE>
10
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Shopping Centers
----------------
<S> <C> <C> <C> <C> <C>
SOUTHGATE SHOPPING CENTER 263,000 24 Fee 94
NEW PORT RICHIE FL
PRESIDENTIAL PLAZA 67,000 6 Fee 99
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 21,000 2 Fee 80
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 129,000 10 Fee 100
ORLANDO FL
RIVERWOOD SHOPPING CENTER 94,000 15 Fee 98
PORT ORANGE FL
SEMINOLE PLAZA 144,000 12 Fee 85
SEMINOLE FL
RUTLAND PLAZA 150,000 13 Fee 100
ST PETERSBURG FL
ALBANY PLAZA 114,000 7 Fee 97
ALBANY GA
SOUTHGATE PLAZA - ALBANY 60,000 5 Fee 100
ALBANY GA
PERLIS PLAZA 166,000 20 Fee 90
AMERICUS GA
EASTGATE PLAZA - AMERICUS 44,000 4 Fee 100
AMERICUS GA
ROGERS PLAZA 50,000 5 Fee 72
ASHBURN GA
SWEETWATER VILLAGE 66,000 7 Fee 94
AUSTELL GA
CEDARTOWN SHOPPING CENTER 107,000 14 Fee 100
CEDARTOWN GA
CEDAR PLAZA 83,000 9 Fee 100
CEDARTOWN GA
</TABLE>
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<PAGE> 14
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Shopping Centers
----------------
<S> <C> <C> <C> <C> <C>
CORDELE SQUARE 131,000 11 Fee 89
CORDELE GA
SOUTHGATE PLAZA - CORDELE 39,000 3 Fee 92
CORDELE GA
MR B'S 14,000 1 Fee 38
CORDELE GA
HABERSHAM VILLAGE 147,000 18 Fee 99
CORNELIA GA
MIDWAY VILLAGE SHOPPING CENTER 72,000 10 Fee 92
DOUGLASVILLE GA
WESTGATE - DUBLIN 191,000 35 Fee 80
DUBLIN GA
NEW CHASTAIN CORNERS SHOPPING C 109,000 13 Fee 100
MARIETTA GA
VILLAGE AT SOUTHLAKE 53,000 6 Fee 98
MORROW GA
CREEKWOOD SHOPPING CENTER 70,000 9 Fee 100
REX GA
VICTORY SQUARE 171,000 35 Fee 99
SAVANNAH GA
EISENHOWER SQUARE SHOPPING CENT 125,000 12 Fee 94
SAVANNAH GA
TIFT-TOWN 61,000 4 Fee 78
TIFTON GA
WESTGATE - TIFTON 16,000 2 Fee 92
TIFTON GA
HAYMARKET SQUARE 267,000 28 Fee 94
DES MOINES IA
HAYMARKET MALL 234,000 22 Fee 67
DES MOINES IA
</TABLE>
12
<PAGE> 15
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Shopping Centers
----------------
<S> <C> <C> <C> <C> <C>
SOUTHFIELD PLAZA SHOPPING CTR 193,000 18 Fee 70
BRIDGEVIEW IL
WESTRIDGE COURT SHOPPING CTR 446,000 50 Fee 97
NAPERVILLE IL
TINLEY PARK PLAZA 283,000 21 Fee 96
TINLEY PARK IL
COLUMBUS CENTER 272,000 24 Fee 88
COLUMBUS IN
JASPER MANOR 194,000 26 Fee 97
JASPER IN
TOWN FAIR SHOPPING CENTER 114,000 16 Fee 100
PRINCETON IN
WABASH CROSSING 167,000 18 Fee 97
WABASH IN
JACKSON VILLAGE 147,000 48 Fee 72
JACKSON KY
J*TOWN CENTER 187,000 17 Fee 86
JEFFERSONTOWN KY
NEW LOUISA PLAZA 115,000 20 Fee 85
LOUISA KY
PICCADILLY SQUARE 96,000 13 Fee 89
LOUISVILLE KY
EASTGATE SHOPPING CENTER 153,000 18 Fee 88
MIDDLETOWN KY
LIBERTY PLAZA 216,000 26 Fee 85
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 110,000 16 Fee 35
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 281,000 32 Fee 95
ANN ARBOR MI
</TABLE>
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NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Shopping Centers
----------------
<S> <C> <C> <C> <C> <C>
FARMINGTON CROSSROADS 84,000 8 Fee 100
FARMINGTON MI
DELTA CENTER 174,000 16 Fee 97
LANSING MI
HAMPTON VILLAGE CENTRE 460,000 79 Fee 99
ROCHESTER HILLS MI
FASHION CORNERS 189,000 15 Fee 72
SAGINAW MI Leasehold
HALL ROAD CROSSING 176,000 27 Fee 100
SHELBY MI
SOUTHFIELD PLAZA 107,000 9 Fee 100
SOUTHFIELD MI
DELCO PLAZA 155,000 15 Fee 100
STERLING HEIGHTS MI
WASHTENAW FOUNTAIN PLAZA 136,000 12 Fee 100
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 80,000 10 Fee 100
GOLDSBORO NC
SHOPPING CENTER - WILSON 105,000 17 Fee 76
WILSON NC
LAUREL SQUARE 246,000 35 Fee 97
BRICKTOWN NJ
HAMILTON PLAZA 149,000 18 Fee 99
HAMILTON NJ
BENNETTS MILLS PLAZA 102,000 13 Fee 100
JACKSON NJ
MIDDLETOWN PLAZA 123,000 19 Fee 82
MIDDLETOWN NJ
TINTON FALLS PLAZA 101,000 7 Fee 99
TINTON FALLS NJ
</TABLE>
14
<PAGE> 17
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Shopping Centers
----------------
<S> <C> <C> <C> <C> <C>
RENAISSANCE CENTER EAST 146,000 15 Fee 99
LAS VEGAS NV
UNIVERSITY MALL 79,000 25 Fee 81
CANTON NY
CORTLANDVILLE 100,000 13 Fee 95
CORTLAND NY
KMART PLAZA 116,000 11 Fee 100
DEWITT NY
D & F PLAZA 192,000 30 Fee 57
DUNKIRK NY
SHOPPING CENTER - ELMIRA 54,000 5 Fee 100
ELMIRA NY
PYRAMID MALL 233,000 37 Fee 81
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 45,000 4 Fee 100
GLOVERSVILLE NY
MCKINLEY PLAZA 93,000 20 Fee 94
HAMBURG NY
CAYUGA PLAZA 208,000 22 Fee 97
ITHACA NY
SHOPS @ SENECA MALL 237,000 30 Fee 87
LIVERPOOL NY
TRANSIT ROAD PLAZA 138,000 15 Fee 91
LOCKPORT NY
SHOPPING CENTER - MARCY 123,000 21 Fee 2
MARCY NY
WALLKILL PLAZA 203,000 24 Fee 100
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 122,000 12 Fee 100
MONROE NY
</TABLE>
15
<PAGE> 18
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Shopping Centers
----------------
<S> <C> <C> <C> <C> <C>
ROCKLAND PLAZA 260,000 28 Fee 97
NANUET NY
SOUTH PLAZA 144,000 36 Fee 78
NORWICH NY
WESTGATE PLAZA - ONEONTA 72,000 11 Fee 97
ONEONTA NY
OSWEGO PLAZA 128,000 20 Fee 90
OSWEGO NY
MOHAWK ACRES 107,000 13 Fee 75
ROME NY
MONTGOMERY WARD 84,000 7 Fee 0
ROME NY
PRICE CHOPPER PLAZA 78,000 6 Fee 100
ROME NY
WESTGATE MANOR PLAZA - ROME 66,000 15 Fee 91
ROME NY
NORTHLAND 123,000 23 Fee 92
WATERTOWN NY
HARBOR PLAZA 52,000 7 Fee 78
ASHTABULA OH
BELPRE PLAZA 88,000 8 Leasehold 96
BELPRE OH
SOUTHWOOD PLAZA 83,000 44 Fee 95
BOWLING GREEN OH
BRENTWOOD PLAZA 235,000 20 Fee 64
CINCINNATI OH
DELHI SHOPPING CENTER 166,000 15 Fee 91
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 139,000 13 Fee 100
CINCINNATI OH
</TABLE>
16
<PAGE> 19
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Shopping Centers
----------------
<S> <C> <C> <C> <C> <C>
CROWN POINT SHOPPING CENTER 147,000 16 Fee 91
COLUMBUS OH
SOUTH TOWNE CENTRE 309,000 29 Fee 100
DAYTON OH
HERITAGE SQUARE 232,000 29 Fee 91
DOVER OH
MIDWAY CROSSING 139,000 15 Fee 82
ELYRIA OH
FAIRFIELD MALL 73,000 9 Fee 95
FAIRFIELD OH
SILVER BRIDGE PLAZA 146,000 20 Fee 93
GALLIPOLIS OH
SHOPPING CENTER - GENOA 17,000 2 Fee 85
GENOA OH
PARKWAY PLAZA 141,000 12 Fee 76
MAUMEE OH
NEW BOSTON SHOPPING CENTER 234,000 22 Fee 100
NEW BOSTON OH
MARKET PLACE 169,000 18 Fee 88
PIQUA OH
BRICE PARK SHOPPING CENTER 174,000 15 Fee 100
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 157,000 18 Fee 91
TOLEDO OH
GREENTREE SHOPPING CENTER 129,000 13 Fee 95
UPPER ARLINGTON OH
BETHEL PARK PLAZA 224,000 23 Fee 100
BETHEL PARK PA
DILLSBURG SHOPPING CENTER 69,000 22 Fee 100
DILLSBURG PA
</TABLE>
17
<PAGE> 20
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Shopping Centers
----------------
<S> <C> <C> <C> <C> <C>
NEW GARDEN SHOPPING CENTER 149,000 19 Fee 70
KENNETT SQUARE PA
STONEMILL PLAZA 96,000 21 Fee 88
LANCASTER PA
CROSSROADS PLAZA 105,000 14 Fee 98
MT. PLEASANT PA
STRAWBRIDGE'S 313,000 Fee (A) 100
PHILADELPHIA PA
ROOSEVELT MALL NE 250,000 36 Leasehold (A) 95
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 112,000 9 Fee 100
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 36,000 Fee (A) 100
PHILADELPHIA PA
ST MARY'S PLAZA 108,000 11 Fee 100
ST MARY'S PA
NORTHLAND CENTER 105,000 15 Fee 100
STATE COLLEGE PA Leasehold
SHOPS AT PROSPECT 63,000 9 Fee 94
WEST HEMPFIELD PA
YORK MARKETPLACE 259,000 34 Fee 100
YORK PA Leasehold
CONGRESS CROSSING 172,000 39 Fee 100
ATHENS TN
WEST TOWNE SQUARE SHOPPING CENT 99,000 11 Fee 76
ELIZABETHTON TN
GREENEVILLE COMMONS 223,000 26 Fee 99
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 162,000 18 Leasehold 100
KINGSPORT TN
</TABLE>
- ----------
(A) Acreage of these properties have been included in the acreage of Roosevelt
Mall NE. The leasehold was purchased by the Trust in August 1998.
18
<PAGE> 21
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
At July 31, 1998
<TABLE>
<CAPTION>
Description
------------------------- Type of Percent
Property Sq. Ft. Units Acres Interest Rented
-------- ------- ----- ----- -------- -------
Shopping Centers
----------------
<S> <C> <C> <C> <C> <C>
GEORGETOWN SQUARE 104,000 11 Fee 96
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 82,000 10 Fee 0
COLONIAL HEIGHTS VA
HANOVER SQUARE SHOPPING CENTER 130,000 14 Fee 95
MECHANICSVILLE VA
VICTORIAN SQUARE 271,000 34 Fee 99
MIDLOTHIAN VA
CAVE SPRING CORNERS SHOPPING CTR 171,000 16 Fee 100
ROANOKE VA
HUNTING HILLS SHOPPING CENTER 166,000 15 Fee 98
ROANOKE VA
SHOPPING CENTER - SPOTSYLVANIA 87,000 8 Fee 100
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 148,000 14 Fee 79
VINTON VA
RIDGEVIEW CENTRE 177,000 30 Fee 96
WISE VA
MOUNDSVILLE PLAZA 172,000 29 Fee 90
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 74,000 7 Leasehold 100
PARKERSBURG WV
KMART PLAZA 106,000 14 Fee 100
VIENNA WV
Vacant Land
-----------
ROXBURY TOWNSHIP NJ 6 Fee
ROXBURY NJ
1 NORTH CENTRAL AVENUE 1 Fee
HARTSDALE NY
</TABLE>
19
<PAGE> 22
ITEM 3. LEGAL PROCEEDINGS
The Trust is not presently involved in any material litigation nor, to its
knowledge, is any material litigation threatened against the Trust or its
properties, other than litigation arising in the ordinary course of business or
which is expected to be covered by the Trust's liability insurance.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
(a) Market Information
The following table shows the high and low sales price for the Trust's
Common Shares, on the New York Stock Exchange, and, prior to June 12, 1986, on
the American Stock Exchange, as well as cash distributions paid, for the periods
indicated. Figures are adjusted to give effect to a 2-for-1 stock split on
February 1, 1983 and a 3-for-2 stock split on April 1, 1986.
In connection with the consummation of the Merger, on September 28, 1998,
the Trust became a wholly owned subsidiary of New Plan Excel, and the Common
Shares ceased trading on the New York Stock Exchange after the close of trading
on that date. As a result, there is currently no established public trading
market for the Common Shares.
20
<PAGE> 23
<TABLE>
<CAPTION>
Fiscal Year Ended Cash Distributions
July 31, High Low Paid per Common Share
----------------- ---- --- ---------------------
<S> <C> <C> <C>
1984 $ 8.50 $ 7.25 $ .57
1985 11.92 7.50 .65
1986 14.50 10.00 .73
1987 18.38 13.00 .81
1988 17.63 10.75 .89
1989 17.88 14.38 .97
1990 19.13 14.88 1.05
1991 21.25 13.75 1.13
1992 25.00 19.63 1.21
1993 26.38 21.50 1.275
1994 26.38 20.38 1.315
1995 22.63 18.75 1.355
1996 23.00 19.88 1.395
1997
First Quarter 22.00 21.13 .3550
Second Quarter 25.63 21.63 .3575
Third Quarter 24.50 21.38 .3600
Fourth Quarter 23.63 21.50 .3625
--------
TOTAL 1.435
1998
First Quarter 24.75 22.57 .3650
Second Quarter 26.00 23.57 .3675
Third Quarter 26.13 24.00 .3700
Fourth Quarter 25.63 22.25 .3725
--------
TOTAL 1.475
</TABLE>
(b) Holders
As of September 11, 1998, the approximate number of record holders of the
Trust's Common Shares (the only class of common equity) was 13,700.
In connection with the consummation of the Merger on September 28, 1998,
the Trust became a wholly owned subsidiary of New Plan Excel. As a result, New
Plan Excel is currently the only record holder of Common Shares.
21
<PAGE> 24
(c) Distributions
The Trust made distributions to shareholders aggregating $1.475 per Common
Share during the fiscal year ended July 31, 1998. Of this distribution, it is
estimated that $1.413 will qualify as ordinary income and $.062 will qualify as
a return of capital.
The Trust has paid regular and uninterrupted cash distributions on its
Common Shares since it commenced operations as a REIT in 1972. Since inception,
each distribution has either been equal to or greater than the distribution
immediately preceding it, and the distributions have increased in each of the
last 77 consecutive quarters.
As a result of the consummation of the Merger, since September 28, 1998,
all of the Common Shares have been held by New Plan Excel. The Trust will make
quarterly distributions on its Common Shares as, if and when declared by the
Board of Trustees of the Trust.
As of July 31, 1998, the Trust had a Dividend Reinvestment and Share
Purchase Plan (the "Plan") which allowed shareholders to acquire additional
Common Shares by automatically reinvesting distributions. Common Shares were
acquired pursuant to the Plan at a price equal to 95% of the market price of
such Common Shares, without payment of any brokerage commission or service
charge. The Plan also allowed shareholders to purchase additional Common Shares
on the dividend payment date, at 100% of the average of the high and low sales
price of such Common Shares on that date. In connection with the consummation of
the Merger, on September 28, 1998, the Trust became a wholly owned subsidiary of
New Plan Excel, and, as a result, the Plan was effectively terminated.
22
<PAGE> 25
ITEM 6. SELECTED FINANCIAL DATA
The financial data included in this table have been selected by the
Trust and have been derived from the consolidated financial statements for the
years indicated and should be read in conjunction with the audited financial
statements included in Item 14(a) of this Form 10-K.
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Years Ended July 31,
(In Thousands, Except for Per Share Amounts)
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Statement of Income Data:
Revenue $ 250,259 $ 206,821 $ 167,606 $ 130,576 $ 100,955
Operating Expenses 156,875 127,578 94,868 65,572 46,914
------------ ------------ ------------ ------------ ------------
93,384 79,243 72,738 65,004 54,041
(Loss)/Gain on Sales of
properties and
securities, net (41) (3) 399 228 989
------------ ------------- ------------ ------------ ------------
93,343 79,240 73,137 65,232 55,030
Other deductions 2,770 2,203 2,616 2,516 2,713
------------ ------------ ------------ ------------ ------------
Net Income $ 90,573 $ 77,037 $ 70,521 $ 62,716 $ 52,317
============ ============ ============ ============ ============
Net Income per Common Share
Basic $ 1.43 $ 1.31 $ 1.25 $ 1.19 $ 1.06
Diluted $ 1.42 $ 1.30 $ 1.25 $ 1.18 $ 1.05
Weighted average number of
Common Shares outstanding
Basic 59,365 58,461 56,484 52,894 49,502
Diluted 59,774 58,735 56,642 53,040 49,768
Balance Sheet Data:
Total Assets $ 1,384,525 $ 1,261,144 $ 945,394 $ 796,636 $ 616,993
Long-Term Debt
Obligations $ 576,888 $ 478,207 $ 238,426 $ 206,652 $ 28,060
Shareholders' Equity $ 764,527 $ 744,995 $ 659,354 $ 570,529 $ 565,493
Other Data:
Distributions per Common
Share $ 1.475 $ 1.435 $ 1.395 $ 1.355 $ 1.315
------------ ------------- ------------- ------------- -------------
FFO per Common Share (diluted)(1) $ 1.95 $ 1.73 $ 1.59 $ 1.46 $ 1.26
------------ ------------- ------------- ------------- -------------
</TABLE>
- -----------------------------
(1) Represents FFO less distribution requirements with respect to preferred
shares of the Trust. FFO is defined as net income plus depreciation and
amortization of real estate, less gains from sales of assets and
securities, less distribution requirements with respect to preferred
shares of the Trust. FFO is presented because industry analysts and the
Trust consider FFO to be an appropriate supplemental measure of
performance of REITs. FFO is not a substitute for cash funds generated
from operating activities or net income as determined in accordance with
generally accepted accounting principles, as a measure of profitability
or liquidity. FFO as defined by the Trust may not be comparable to the
definition used by other REITs.
23
<PAGE> 26
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(a) Liquidity and Capital Resources
As of July 31, 1998, the Trust had approximately $26.3 million in
available cash and cash equivalents, $1.8 million in marketable securities and
$13.9 million in mortgages receivable.
During fiscal 1998, the Trust paid approximately $105 million in cash
and assumed mortgage debt of $51.9 million to acquire 14 shopping centers
containing an aggregate of approximately 1.9 million square feet of GLA and five
apartment communities containing approximately 1,600 units. In addition,
approximately $18 million was paid for improvements to existing properties.
Debt as of July 31, 1998 consisted of $114.1 million of mortgages
payable having a weighted average interest rate of 7.8% and $462.8 million
aggregate principal amount of unsecured notes having a weighted average interest
rate of 6.9%. The $48.5 million increase in mortgages payable was the net result
of the assumption of $51.9 million of mortgages payable in connection with the
purchase of properties and the repayment of $3.4 million of existing mortgages.
During fiscal 1998, the Trust sold $50 million aggregate principal amount of
unsecured notes having an interest rate of 6.9% and maturing on February 15,
2028. The increase in other liabilities is due to increases in accounts payable,
interest payable and real estate taxes payable. These increases are primarily
the result of the larger portfolio of properties and an increased level of
outstanding debt. Short-term debt consists of normal trade accounts payable and
the current portion of mortgages payable.
The Trust's dividend reinvestment program generated approximately $18.2
million during fiscal 1998. In addition, holders of Common Shares and preferred
shares of the Trust received $93.1 million in dividend distributions.
FFO applicable to Common Shares, defined as net income plus
depreciation and amortization of real estate, less gains from sales of assets
and securities, less distribution requirements with respect to preferred shares
of the Trust, increased $14.8 million to $116.4 million from $101.6 million in
the prior year. FFO is presented because industry analysts and the Trust
consider FFO to be an appropriate supplemental measure of performance of REITs.
FFO is not a substitute for cash funds generated from operating activities or
net income as determined in accordance with generally accepted accounting
principles, as a measure of profitability or liquidity. FFO as defined by the
Trust may not be comparable to the definition used by other REITs.
Other sources of funds are available to the Trust. Based on
management's internal valuation of the Trust's properties, most of which are
free and clear of mortgages, the estimated value is considerably in excess of
the outstanding mortgage indebtedness totaling $114.1 million. Accordingly,
management believes that potential exists for additional mortgage financing as
well as unsecured borrowing capacity from public debt financing, banks and other
lenders.
The Trust holds debt instruments which are sensitive to changes in
interest rates and marketable equity securities which are sensitive to market
price changes. With respect to the Trust's debt instruments, the maturity,
weighted average interest rates and fair value are presented in Notes E, F and P
to the Consolidated Financial Statements. With respect to the Trust's marketable
equity securities, the cost and fair value are presented in Note B to the
Consolidated Financial Statements.
In the normal course of business, the Trust also faces risks that are
either non-financial or non-qualitative. Such risks principally include credit
risks and legal risks and are not included in the
24
<PAGE> 27
aforementioned notes.
Between July 31, 1998 and September 30, 1998, the Trust purchased an
apartment community containing 278 units in North Carolina, as well as a single
tenant retail property containing approximately 34,000 square feet of GLA in
Pennsylvania. The aggregate purchase price for these properties was
approximately $14.2 million.
On August 11, 1998, the Trustees declared a cash distribution to
holders of record of the Common Shares as of September 1, 1998 in the amount of
$.375 per share (approximately $22.5 million in the aggregate) payable on
September 11, 1998. Also on August 11, 1998, the Trustees declared a cash
distribution to holders of record of each 7.8% Series A Cumulative Step-Up
Premium Rate Preferred Shares, par value $1.00 per share, of the Trust as of
September 1, 1998 in the amount of $9.75 per share ($.975 per depositary share
and approximately $1.5 million in the aggregate) payable on September 15, 1998.
(b) Year 2000 Compliance
Readiness
The Trust's centralized corporate business and technical information
systems have been assessed as to Year 2000 compliance and functionality.
Presently these systems are nearly complete with respect to required software or
hardware changes. See " -- Year 2000 Compliance Detail" below. The Trust
anticipates that internal business and technical information Year 2000
compliance issues will be substantially remediated by the end of calendar 1998.
The Trust has satisfactorily completed the identification and review of
computer hardware and software suppliers and is in the process of verifying the
Year 2000 preparedness of suppliers, vendors and/or service providers that the
Trust has identified as critical.
Cost
The total historical and anticipated remaining costs for the Year 2000
remediation are estimated to be immaterial to the Trust's financial condition.
The costs to date have been expensed as incurred and consist of immaterial
internal staff costs and other expenses such as telephone and mailing costs. In
addition, where the appropriate course of action includes replacement or upgrade
of certain systems or equipment, the Trust's review at this time indicates a
minor cost to the Trust.
Risks and Contingency Plans
Considering the substantial progress made to date, the Trust does not
anticipate delays in finalizing internal Year 2000 remediation within remaining
time schedules. However, third parties having a material relationship with the
Trust (e.g., utilities, financial institutions, governmental agencies,
municipalities and major tenants) may be a potential risk based on their
individual Year 2000 preparedness which may not be within the Trust's reasonable
control. The Trust is in the process of identifying, reviewing and logging the
Year 2000 preparedness of critical third parties.
Anticipated completion of this review is calendar 1998 year-end.
Pending the results of that review, the Trust will determine what course of
action and contingencies will need to be made.
25
<PAGE> 28
There can be no assurance that the external Year 2000 issues will be
resolved in 1998 or 1999. If not resolved, such issues could have a material
adverse impact on the Trust's business, operating results and financial
condition.
Year 2000 Compliance Detail
The Trust's "Program" addresses the Year 2000 issue with respect to
the following: (i) the Trust's information technology and operating systems,
including its billing, accounting and financial reporting systems; (ii) the
Trust's non-information technology systems, including building access, parking
lot light and energy management, equipment and other infrastructure systems that
may contain or use computer systems or embedded microcontroller technology; and
(iii) certain systems of the Trust's major suppliers and material service
providers (insofar as such systems relate to the Trust's business activities
such as payroll, health services and alarm systems). As described below, the
Trust's Year 2000 program involves (w) an assessment of the Year 2000 problems
that may affect the Trust, (x) the development of remedies to address the
problems discovered in the assessment phase, (y) the testing of such remedies
and (z) the preparation of contingency plans to deal with worst case scenarios.
Assessment Phase. As part of the internal assessment phase, the Trust
has attempted to substantially identify all the major components of the systems
described above. In determining the extent to which such systems are vulnerable
to the Year 2000 issue, the Trust is evaluating internally developed and/or
purchased software applications and property operational control systems, e.g.,
heating ventilation and air conditioning (HVAC), lighting timers, alarms, fire,
sewage and access. In addition, in the third quarter of 1998, the Trust began
sending letters to certain of its major suppliers and service providers,
requesting them to provide the Trust with assurance of existing or anticipated
Year 2000 compliance by their systems insofar as the systems relate to their
activities with the Trust. The Trust expects that it will complete its
distribution of these inquiries early in the fourth quarter of 1998. The Trust
is requesting that all responses to the inquiries be returned to it no later
than December 25, 1998.
Remediation and Testing Phase. Based upon the assessment and
remediation efforts to date, the Trust has completed, tested and put on line the
Year 2000 compliance modification in all the internally developed software for
its accounting and property management applications. Approximately two-thirds of
the Trust's computer terminals or personal computers are Year 2000 compliant.
Those that are not compliant have been identified. The Trust has secured
software to upgrade that part of the computer that will make it compliant. That
part is called the BIOS chip or Basic Input Output System. If there is any
unforeseen problem with a particular unit it will be replaced. Replacements are
readily available. A conservative, "worst case" scenario is included in the cost
estimate.
The versions of the purchased software that the Trust uses for spread
sheet analysis, database applications, word processing systems and its apartment
rent collection system have been tested and are compliant. The outsourced
payroll service and the integrated internal input system are compliant.
Home office phone, communication and data collection networks are
Year 2000 compliant. Home office voice mail and access systems are scheduled for
upgrade to Year 2000 compliant by December 25, 1998. Phone systems at other than
the home office location are 72.5% Year 2000 compliant. The balance of the phone
locations are scheduled to be reviewed and be Year 2000 compliant in 1998 or
upgraded in the first quarter of 1999. The cost estimates derived from this
assessment are treated as worst case.
The Trust's shopping centers are all "open air" type and are simple
and very limited in terms of technology. Field systems for shopping center HVAC,
sprinkler and lighting are 95.8% reviewed
26
<PAGE> 29
and Year 2000 compliant for those systems supplied by the Trust (some are
supplied by tenants). The small number of systems not supplied by the Trust are
being reviewed and are projected to not have a material impact.
All of the 54 apartment communities have had reviews completed and
are Year 2000 compliant.
All of the six factory outlet centers have had reviews completed and,
except for two minor items, are Year 2000 compliant. These two items are a
telephone system modification at one property and a report due from an HVAC
vendor at another property. Both are expected to be completed by December 31,
1998.
Contingency Plans. The Trust intends to develop contingency plans to
handle its most reasonably likely worst case Year 2000 scenarios. These have not
yet been identified fully. The Trust intends to complete its determination of
worst case scenarios after it has received and analyzed responses to
substantially all of the inquiries it has made of third parties. Following its
analysis, the Trust intends to develop a timetable for completing its
contingency plans.
Costs Related to the Year 2000 Issue. To date, the Trust has incurred
no material costs. Labor, mailing and phone costs attributed to the Year 2000
program are minimal. The Trust currently estimates that to have all systems
compliant will incur some additional costs. At this time they appear to range
from $40,000 to a conservative, "worst case" of $250,000 in total. These costs
may vary plus or minus 20% from the foregoing estimates.
Risks Related to the Year 2000 Issue. Although the Trust's Year 2000
efforts are intended to minimize the adverse effects of the Year 2000 issue on
the Trust's business and operations, the actual effects of the issue and the
success or failure of the Trust's efforts described above cannot be known until
the year 2000. Failure by the Trust's major suppliers, and other service
providers to address adequately their respective Year 2000 issues in a timely
manner (insofar as such issues relate to the Trust's business) could have a
material adverse effect on the Trust's business, results of operations and
financial condition.
However, the Trust believes that such material effect is primarily
limited to items of a utility nature furnished by third parties to the Trust and
a wide universe of other customers. Included are items such as electricity,
natural gas, telephone service and water, all of which are not readily
susceptible to alternate sources and which in all likelihood will be available
in some form.
(c) The Merger
Immediately following the consummation of the Merger on September 28,
1998, approximately 88 million shares of New Plan Excel Common Stock were
outstanding. Immediately following the consummation of the Merger, former
holders of the Trust's Common Shares held approximately 65% of the outstanding
shares of New Plan Excel Common Stock.
As provided in the Merger Agreement, effective September 28, 1998,
the Board of Trustees of the Trust and the Board of Directors of New Plan Excel
consist of the six former members of Excel's Board and the nine former members
of the Trust's Board.
The Merger Agreement provides that the initial quarterly dividend to
be paid on the New Plan Excel Common Stock will be at the annualized rate of
$1.60 per share ($.40 per share for the first quarter following the Merger) and,
after anticipated minimum quarterly increases of at least $.0025 per share, each
holder of New Plan Excel Common Stock is expected to received aggregate dividend
distributions of
27
<PAGE> 30
$1.625 per share for the 12-month period immediately following the initial
quarterly dividend payment of $.40 per share. Thereafter, it is anticipated that
the quarterly dividend will continue to be increased by a minimum of at least
$.0025 per share (which quarterly increases amount to $.01 per share on an
annualized basis and effectively increase the annualized dividend rate by $.04
per share for each share held over a 12-month period) until the annualized
quarterly dividend on the New Plan Excel Common Stock is at least $1.67 per
share.
The maintenance of this dividend policy will be subject to various
factors, including the discretion of the Board of Directors of New Plan Excel,
the exercise by the Board of Directors of New Plan Excel of its duties to the
holders of New Plan Excel Common Stock, the ability to pay dividends under
applicable law and the effect which the payment of dividends may have from time
to time on the maintenance by New Plan Excel of its status as a REIT.
The Merger will, for financial accounting purposes, be accounted for
as a purchase of Excel by the Trust using the purchase method of accounting. The
transaction was completed on September 28, 1998.
(d) New Accounting Standards
During fiscal 1998, the Trust adopted the provisions of SFAS 128 and
SFAS 129. SFAS 129 had no impact on the financial statements. Pursuant to SFAS
128, the Trust restated all per share data to conform with the provisions of
that pronouncement (See Note I).
During fiscal 1998, the Financial Accounting Standards Board issued
(i) No. 130 "Reporting Comprehensive Income" ("SFAS 130"), which is effective
for fiscal years beginning after December 15, 1997, (ii) No. 131 "Disclosures
About Segments of an Enterprise and Related Information" ("SFAS 131"), which is
effective for fiscal years beginning after December 15, 1997, (iii) No 132
"Employees Disclosure About Pensions and Other Postretirement Benefits" ("SFAS
132"), which is effective for fiscal years beginning after December 15, 1997,
and (iv) No. 133 "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), which is effective for fiscal years beginning after June 15, 1999.
Management believes that the implementation of SFAS 130, 131, 132 and 133 will
not have a material impact on the Trust's financial statements.
In addition, during fiscal 1998, the Accounting Standards Executive
Committee of the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
("SOP 98-5"), and Statement of Position 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"), each of
which is effective for fiscal years beginning after December 15, 1998. Also
during fiscal 1998, the Emerging Issues Task Force of the Financial Accounting
Standards Board released Issue No. 97-11, "Accounting for Internal Costs
Relating to Real Estate Property Acquisitions" ("EITF 97-11"), and Issue No.
98-9, "Accounting for Contingent Rent in Interim Financial Periods" ("EITF
98-9").
SOP 98-5 requires that certain costs incurred in conjunction with
start-up activities be expensed. SOP 98-1 provides guidance on whether the costs
of computer software developed or obtained for internal use should be
capitalized or expensed. EITF 97-11 requires that the internal pre-acquisition
costs of identifying and acquiring operating property be expensed as incurred.
EITF 98-9 requires that contingent revenue not be accrued until a future
specified sales target is achieved.
Management believes that, when adopted, SOP 98-5 and SOP 98-1 will
not have a significant impact on the Trust's financial statements. EITF 97-11
and 98-9 were adopted during fiscal 1998 and did
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<PAGE> 31
not have a material impact on the Trust's financial statements.
(e) Results of Operations
Fiscal Year Ended July 31, 1998 Compared to Fiscal Year Ended July
31, 1997
In fiscal 1998, total revenues increased $43.5 million to $250.3
million. The increase was in rental income and related revenues and came from
all categories of properties. Interest and dividend income decreased because of
lower average investment balances.
Operating expenses increased $29.3 million to $156.9 million.
Operating costs, real estate and other taxes, and depreciation and amortization
increased primarily because of property acquisitions. Interest expense increased
$8.6 million to $36.8 million primarily due to a higher level of outstanding
unsecured notes and mortgage debt during fiscal 1998. The increase in the
provision for doubtful accounts reflects a larger revenue base and a higher
level of receivables. Administrative expenses as a percentage of revenue
remained constant at 1.1% of revenue compared to fiscal 1997.
Net income applicable to Common Shares increased $8.1 million to
$84.7 million and earnings per Common Share increased to $1.42 per share (on a
fully diluted basis) from $1.30 per share (on a fully diluted basis). The
increase is net of $5.9 million of distributions to holders of preferred shares
of the Trust.
FFO, defined as net income plus depreciation and amortization of real
estate, less gains from sales of assets and securities, less distribution
requirements with respect to preferred shares of the Trust, increased $20.2
million to $122.2 million. FFO is presented because industry analysts and the
Trust consider FFO to be an appropriate supplemental measure of performance of
REITs. FFO is not a substitute for cash funds generated from operating
activities or net income as determined in accordance with generally accepted
accounting principles, as a measure of profitability or liquidity. FFO as
defined by the Trust may not be comparable to the definition used by other
REITs.
During fiscal 1998, distributions declared and paid were $1.475 per
Common Share, a $.04 per share increase over fiscal 1997. The most recent
distribution declaration for Common Shares was $.3725 per share ($1.49 on an
annualized basis).
Fiscal Year Ended July 31, 1997 Compared to Fiscal Year Ended July
31, 1996
In fiscal 1997, total revenues increased $39.2 million to $206.8
million. The increase was in rental income and related revenues and came from
properties in the portfolio which were acquired in fiscal 1997 or were owned for
less than a full year in fiscal 1996. Interest and dividend income decreased
slightly.
Operating expenses increased $32.7 million to $127.6 million.
Operating costs, real estate and other taxes, and depreciation and amortization
increased primarily because of property acquisitions. Interest expense increased
$10.7 million to $28.3 million due to a higher level of outstanding debt during
fiscal 1997. The increase in the provision for doubtful accounts reflects a
larger revenue base and a higher level of receivables. Administrative expenses
as a percentage of revenue declined to 1.1% from 1.6% due to increased revenue
from newly acquired properties; these costs do not increase in direct proportion
to revenue due to economies of scale.
Income before (loss)/gain on sale of properties and securities
increased $6.9 million to $77 million. During fiscal 1997, three former Nichols
stores, in Annville and Hanover, Pennsylvania and
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<PAGE> 32
Lumberton, North Carolina, were sold.
Net income applicable to Common Shares increased $6.1 million to $77
million and earnings per Common Share increased to $1.31 per share from $1.25
per share.
FFO, defined as net income plus depreciation and amortization of real
estate, less gains from sales of assets and securities, less distribution
requirements with respect to preferred shares of the Trust, increased $11.9
million to $102 million. FFO is presented because industry analysts and the
Trust consider FFO to be an appropriate supplemental measure of performance of
REITs. FFO is not a substitute for cash funds generated from operating
activities or net income as determined in accordance with generally accepted
accounting principles, as a measure of profitability or liquidity. FFO as
defined by the Trust may not be comparable to the definition used by others
REITs.
During fiscal 1997, distributions declared and paid were $1.435 per
Common Share, a $.04 per share increase over fiscal 1996. The most recent
distribution declaration for Common Shares was $.365 per share which is $1.46
per share on an annualized basis.
Fiscal Year Ended July 31, 1996 Compared to Fiscal Year Ended July
31, 1995
In fiscal 1996, total revenues increased $37 million to $167.6
million. Rental income and related revenues increased $36.4 million to $162.8
million. The increase in rental revenue came primarily from properties in the
portfolio which were acquired in fiscal 1996 or were owned for less than a full
year in fiscal 1995. In addition, increased revenue from all property
categories, apartments, factory outlets and shopping centers, owned prior to
fiscal 1995 contributed to the rental revenue increase.
Interest and dividend income increased $.7 million due to higher
average investment balances.
Operating expenses increased $29.3 million to $94.9 million.
Operating costs, real estate and other taxes, and depreciation and amortization
increased primarily because of property acquisitions. Interest expense increased
$10.4 million to $17.6 million due to a higher level of outstanding debt during
fiscal 1996. The increase in the provision for doubtful accounts reflects a much
larger revenue base and a higher level of receivables. Administrative expenses
as a percentage of revenue declined to 1.6% from 1.9% due to increased revenue
from newly acquired properties; these costs do not increase in direct proportion
to revenue due to economies of scale.
Income before gain/(loss) on the sale of properties and securities
increased $7.6 million to $70.1 million. During fiscal 1996, a shopping center
in Chinoe, Kentucky and two former Nichols stores in Harrisonburg, Virginia and
New Bern, North Carolina were sold for a net gain of $.5 million. The $.1
million loss on the sale of securities was due to bonds being called which had
been issued at a premium.
Net income applicable to Common Shares increased $7.8 million to
$70.5 million and earnings per Common Share increased to $1.25 per share from
$1.19 per share.
FFO, defined as net income plus depreciation and amortization of real
estate less net gains from the sale of assets, increased $12.6 million to $90.1
million. FFO is presented because industry analysts and the Trust consider FFO
to be an appropriate supplemental measure of performance of REITs. FFO is not a
substitute for cash funds generated from operating activities or net income as
determined in accordance with generally accepted accounting principles, as a
measure of profitability or liquidity. FFO as defined by the Trust may not be
comparable to the definition used by others REITs.
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<PAGE> 33
During fiscal 1996, distributions declared and paid were $1.395 per
share of beneficial interest, a $.04 per share of beneficial interest increase
over the preceding year.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of July 31, 1998, the Trust had approximately $99 million of
floating rate debt outstanding. The Trust does not believe that the interest
rate risk represented by its floating rate debt is material as of that date in
relation to the approximately $575 million of total debt outstanding of the
Trust and the approximately $1.37 billion market capitalization of the Common
Shares.
The Trust was not a party to any hedging agreements with respect to
its floating rate debt as of July 31, 1998. In the event of a significant
increase in interest rates, the Trust would consider entering into hedging
agreements with respect to all or a portion of its floating rate debt. Although
hedging agreements would enable the Trust to convert floating rate liabilities
to fixed rate liabilities, they would expose the Trust to the risk that the
counterparties to such hedge agreements may not perform, which could increase
the Trust's exposure to rising interest rates. Generally, however, the
counterparties to hedging agreements that the Trust would enter into would be
major financial institutions. The Trust may borrow additional money with
floating interest rates in the future. Increases in interest rates, or the loss
of the benefits of any hedging agreements that the Trust may enter into in the
future, would increase the Trust's interest expenses, which would adversely
affect cash flow and the ability of the Trust to service its debt. If the Trust
enters into any hedging agreements in the future, decreases in interest rates
thereafter would increase the Trust's interest expenses as compared to the
underlying floating rate debt and could result in the Trust making payments to
unwind such agreements.
As of July 31, 1998, the Trust had no other material exposure to
market risk (i.e., foreign currency exchange risk, commodity price risk or
equity price risk).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is included in Pages F-1 to F-42 attached
to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS OF THE TRUST
As of July 31, 1998, the Board of Trustees consisted of nine
trustees. In connection with the consummation of the Merger on September 28,
1998, the Board of Trustees was expanded to consist of 15 trustees. See
"Business -- Narrative Description of Business -- Consummation of the Merger."
The trustees are divided into three classes which consist of five trustees whose
terms expire at the 1999 annual meeting of shareholders (Messrs. Bernstein,
Bottorf, Lindquist, Parsons and White), five trustees whose terms expire at the
2000 annual meeting of shareholders (Messrs. Sabin, Steuterman, Staller, Melvin
Newman and Wetzler) and five trustees whose terms expire at the 2001 annual
meeting of shareholders (Messrs. William Newman, Laubich, Muir, Gold and
Wilmot). At each of the
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<PAGE> 34
respective annual meetings, five trustees will be elected, each to hold office
for a specified term and until his successor is elected and qualified.
Biographical Information of the Trustees
William Newman, age 72, has been Chairman of the Board of Trustees of
the Trust since its organization in 1972 and Chairman of the Board of Directors
of New Plan Excel since September 1998. He served as Chief Executive Officer of
the Trust from 1972 to September 1998 and as President of the Trust from 1972 to
1988. He served as President and Chief Executive Officer of the Trust's
predecessor corporation, New Plan Realty Corporation, from the corporation's
organization in 1961 through its reorganization into the Trust in 1972. He is a
past Chairman of the National Association of Real Estate Investment Trusts. Mr.
Newman is a Certified Public Accountant, and has been actively involved in real
estate for over 50 years.
Arnold Laubich, age 68, has been a trustee of the Trust since 1988
and a director of New Plan Excel since September 1998. He has been Chief
Executive Officer of the Trust and New Plan Excel since September 1998. He was
President and Chief Operating Officer of the Trust from 1988 to September 1998.
From 1972 to 1988, Mr. Laubich was President of Dover Management Corporation,
which, during that period, managed the Trust's properties. From 1961 to 1972, he
served as Executive Vice President of the Trust's predecessor corporation.
Gary B. Sabin, age 44, has been a trustee of the Trust since
September 1998 and a director of Excel (now New Plan Excel) since 1989. He has
served as President of the Trust since September 1998 and of Excel (now New Plan
Excel) since 1989. He has served as Chairman of Investment Committee of the
Trust and New Plan Excel since September 1998. He served as Chairman of the
Board of Directors and Chief Executive Officer of Excel (now New Plan Excel)
from 1989 to September 1998. Mr. Sabin has served as Chairman of the Board,
President and Chief Executive Officer of Excel Legacy Corporation since April
1998. In addition, Mr. Sabin has served as Chief Executive Officer of various
companies since his founding of Excel's predecessor corporation and its
affiliates starting in 1977. He has been active in diverse aspects of the
financial services industry, including the evaluation and negotiation of real
estate acquisitions, management, financing and disposition.
James M. Steuterman, age 42, has been a trustee of the Trust since
1990 and a director of New Plan Excel since September 1998. He has served as
Co-Chief Operating Officer of the Trust and New Plan Excel since September 1998.
He has also served as Executive Vice President of the Trust since 1994 and of
New Plan Excel since September 1998. Mr. Steuterman has been associated with the
Trust since 1984 as a property acquisition specialist, becoming Director of
Acquisitions in 1986, a Vice President in 1988 and a Senior Vice President in
1989.
Richard B. Muir, age 43, has served as trustee of the Trust since
September 1998 and a director of Excel (now New Plan Excel) since 1989. He has
served as Co-Chief Operating Officer of the Trust and New Plan Excel since
September 1998. He has also served as Executive Vice President of the Trust
since September 1998 and of Excel (now New Plan Excel) since 1989. He served as
Secretary of Excel from 1989 to September 1998. Mr. Muir has served as director,
Executive Vice President and Secretary of Excel Legacy Corporation since April
1998. Mr. Muir has served as an officer and director for various affiliates of
Excel since 1978, primarily in administrative and executive capacities,
including asset acquisition, financing and management.
Dean Bernstein, age 40, has been a trustee of the Trust since 1992
and a director of New Plan Excel since September 1998. He has been Senior
Vice-President -- Finance and Multifamily of the
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<PAGE> 35
Trust and New Plan Excel since September 1998. He served as Vice President --
Administration and Finance of the Trust from 1994 to September 1998. He served
as Assistant Vice President of the Trust from 1991 to 1994. From 1988 to 1991,
Mr. Bernstein was a Vice President in the Real Estate Group at Chemical Bank.
Mr. Bernstein is the son-in-law of William Newman.
Raymond H. Bottorf, age 56, has been a trustee of the Trust since
1991 and a director of New Plan Excel since September 1998. Mr. Bottorf has been
the Managing Director of the New York office of the Global Property Team of
ABN-AMRO Chicago Corp., an investment bank, since 1997. From 1990 to 1997, he
was the President and sole director of U.S. Alpha, Inc., New York, New York, a
wholly owned subsidiary of Stichting Pensioenfonds (formerly Algemeen Burgerlijk
Pensioenfonds).
Norman Gold, age 68, has been a trustee of the Trust since its
organization in 1972 and a director of New Plan Excel since September 1998. He
has been active in the practice of law for 44 years and a partner of the law
firm of Altheimer & Gray for over 35 years. He is also a trustee of Banyan
Strategic Realty Trust, which is not in any way related to or competitive with
either the Trust or New Plan Excel.
Boyd A. Lindquist, age 61, has served as a trustee of the Trust since
September 1998 and a director of Excel (now New Plan Excel) since 1992. Mr.
Lindquist is presently President, Chief Executive Officer and a director of
Republic Bank. Prior to joining Republic Bank in July 1991, Mr. Lindquist served
since prior to 1987 as President and Chief Executive Officer of the Bank of San
Diego, where he was responsible for the management of the six-branch bank. Mr.
Lindquist has over 30 years' experience in managing financial institutions.
Melvin Newman, age 56, has been a trustee of the Trust since 1983 and
a director of New Plan Excel since September 1998. From 1972 to 1982, he was
Vice President and General Counsel of the Trust. Mr. Newman is a private
investor. Mr. Newman is the brother of William Newman.
Robert E. Parsons, Jr., age 42, has served as a trustee of the Trust
since September 1998 and a director of Excel (now New Plan Excel) since 1989. He
has served as a director of Excel Legacy Corporation since April 1998. Mr.
Parsons is presently Executive Vice President and Chief Financial Officer of
Host Marriott corporation, a company he joined in 1981. He also serves as a
director and an officer of several Host Marriott subsidiaries, and as a director
of Merrill Lynch Financial Corporation, a privately held real estate company.
Bruce A. Staller, age 61, has served as a trustee of the Trust since
September 1998 and a director of Excel (now New Plan Excel) since 1989. Mr.
Staller served as a director of Excel's predecessor corporation from 1987 to
1989. Prior to establishing Bruce Atwater Staller, Registered Investment Advisor
in 1995, Mr. Staller served from 1988 to 1995 as President and director of First
Wilshire Securities Management, Inc., a privately held investment advisor. Mr.
Staller is also a founder and director of the Monrovia Schools Foundation, Inc.,
a private tax-exempt educational foundation which provides financial support to
the Monrovia Unified School District.
John Wetzler, age 52, has been a trustee of the Trust since 1994 and
a director of New Plan Excel since September 1998. Mr. Wetzler has been
President of Nautica Retail U.S.A., Inc., a subsidiary of Nautica Enterprises,
Inc., the international men's apparel maker and marketer, since July 1994. From
December 1988 to June 1994, he was the Executive Vice President of Nautica
Retail U.S.A., Inc.
Gregory White, age 42, has been a trustee of the Trust since 1994 and
a director of New Plan Excel since September 1998. Mr. White has served as
Senior Vice President of Conning Asset
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<PAGE> 36
Management Company, an investment advisory firm, since August 1998. From 1992 to
August 1998, Mr. White was a founding partner and Managing Director of Schroder
Mortgage Associates in New York, New York. From 1988 to 1992, he was a Managing
Director of the Salomon Brothers Inc. real estate finance department.
John A. Wilmot, age 56, has served as a trustee of the Trust since
September 1998 and a director of Excel (now New Plan Excel) since 1989. He has
served as a director of Excel Legacy Corporation since April 1998. Mr. Wilmot,
individually and through his wholly owned corporations, develops and manages
real property, primarily in the Phoenix/Scottsdale area, and has been active in
such business since prior to 1989.
Board of Trustees Meetings
During the Trust's fiscal year ended July 31, 1998, the Board of
Trustees held four quarterly meetings, four special meetings and acted by
unanimous written consent on 11 occasions.
Board of Trustees Committees
As of July 31, 1998, the Board of Trustees had an Audit Committee. As
of that date, the Audit Committee was composed of Messrs. Gold, White, Wetzler
and Bottorf. The Audit Committee recommended to the Board of Trustees the
selection of the independent auditors to be employed by the Trust and reviewed
generally the Trust's internal and external audits and the results thereof. The
Audit Committee held two meetings during fiscal 1998. In connection with the
consummation of the Merger, since September 28, 1998, the Trust has not had an
Audit Committee.
The Board of Trustees does not have a nominating committee or a
compensation committee, nor does it have a committee performing the functions of
a nominating committee or a compensation committee; the Trustees perform the
functions of those committees. However, as of July 31, 1998, the Board of
Trustees had a Special Compensation Committee, which consisted of four of the
Trust's non-employee Trustees (Messrs. Bottorf, Gold, Wetzler and White). The
Special Compensation Committee reviewed the compensation arrangements of Messrs.
William Newman, Laubich, Steuterman and Bernstein, the Trustees who also were,
as of that date, executive officers of the Trust. In connection with the
consummation of the Merger, since September 28, 1998, the Trust has not had a
Special Compensation Committee.
The Board of Trustees has four Stock Option Committees. As of July
31, 1998, the Trust had three Stock Option Committees to administer the Trust's
1997 Stock Option Plan: (i) a committee consisting of Messrs. Bottorf, Gold,
Wetzler and White, which administered the plan with respect to the trustees who
also were, as of that date, executive officers of the Trust and, subject to the
provisions of such plan, determined the terms of the options granted to such
executive officers; (ii) a committee consisting of the entire Board of Trustees
as of that date which administered the Plan with respect to certain designated
senior officers of the Trust and, subject to the provisions of such plan,
determined the terms of the options granted to such officers; and (iii) a
committee consisting of Messrs. William Newman and Laubich which administered
the Plan with respect to all other employees of the Trust and, subject to the
provisions of such plan, selected the employees to participate in the plan and
determined the terms of the options granted to participating employees. The
first two Stock Option Committees discussed above acted by unanimous written
consent on one occasion during the last fiscal year and the last Stock Option
Committee discussed above acted by unanimous written consent on two occasions
during the last fiscal year.
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<PAGE> 37
As of July 31, 1998, the Trust also had a Stock Option Committee
consisting of Messrs. Newman, Gold and Laubich which administered the 1991 Stock
Option Plan, the Amended and Restated 1985 Incentive Stock Option Plan and the
Non-Qualified Stock Option Plan of the Trust. This committee, subject to the
provisions of the 1991 Stock Option Plan, selected the Trustees, officers and
employees who were to participate in that plan and determined the terms of their
options. This committee acted with respect to the 1991 Stock Option Plan by
unanimous written consent on three occasions during the last fiscal year. This
committee did not act during the last fiscal year with respect to the Amended
and Restated 1985 Incentive Stock Option Plan or the Non-Qualified Stock Option
Plan.
In connection with the consummation of the Merger, as of September
28, 1998, all outstanding options under the stock option plans of the Trust
identified above, whether or not then exercisable, were assumed by New Plan
Excel and now represent an option to purchase the same number of shares of New
Plan Excel Common Stock, at an exercise price per share equal to the per share
exercise price of the Common Shares subject to such options immediately prior to
the consummation of the Merger. Each such assumed option is exercisable upon the
same terms and conditions as were applicable to the related options under the
stock option plans of the Trust.
Each of the Stock Option Committees described above continues to
administer the plans described above.
Trustees' Compensation
As of July 31, 1998, the trustees of the Trust who were not employees
of the Trust each received $12,500 in annual trustee fees and $500 per meeting.
In addition, the Trust reimbursed the trustees for travel expenses incurred in
connection with their activities on behalf of the Trust. In connection with the
consummation of the Merger, since September 28, 1998, the trustees of the Trust
no longer receive any trustee or meeting fees, although they continue to receive
expense reimbursements.
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<PAGE> 38
EXECUTIVE OFFICERS OF THE TRUST
As of July 31, 1998, the executive officers of the Trust and their
principal occupations as of such date were as follows:
<TABLE>
<CAPTION>
Name & Principal Position Age
------------------------- ---
<S> <C> <C>
William Newman.............................. 72 Chairman of the Board of Trustees and Chief Executive Officer of the
Chairman of the Board of Trustees Trust since its organization in 1972; President of the Trust from 1972
and Chief Executive Officer to 1988; President and Chief Executive Officer of the Trust's
predecessor corporation from 1961 to 1972; a past Chairman of the
National Association of Real Estate Investment Trusts; Certified Public
Accountant and active in real estate for over 50 years.
Arnold Laubich.............................. 68 President, Chief Operating Officer and trustee of the Trust since 1988;
President, Chief Operating Officer President of Dover Management Corp. (which had managed the Trust's
and Trustee properties) from 1972 to 1988; Executive Vice President of the Trust's
predecessor corporation from 1961 to 1972.
James M. Steuterman......................... 42 Executive Vice President of the Trust since 1994; trustee of the Trust
Executive Vice President since 1990; Senior Vice President of the Trust from 1989 to 1994; Vice
and Trustee President of the Trust from 1988 to 1989.
Dean Bernstein.............................. 40 Vice President--Administration and Finance of the Trust since 1994;
Vice President--Administration and trustee of the Trust since 1992; Assistant Vice President of the Trust
Finance and Trustee from 1991 to 1994; previously a Vice President in the Real Estate Group
at Chemical Bank.
William Kirshenbaum......................... 62 Vice President of the Trust since 1981; Treasurer of the Trust since
Vice President and Treasurer 1983.
Michael I. Brown............................ 56 Chief Financial Officer of the Trust since 1991; Controller of the
Chief Financial Officer and Trust since 1987.
Controller
Steven F. Siegel............................ 38 General Counsel and Secretary of the Trust since 1991.
General Counsel and Secretary
James DeCicco............................... 52 Senior Vice President--Leasing of the Trust since 1996; Vice President
Senior Vice President--Leasing of the Trust since 1992; employee of the Trust since 1991.
Thomas J. Farrell........................... 41 Vice President--Acquisitions and employee of the Trust since 1994;
Vice President--Acquisitions previously a Vice President at The Balcor Company, a real estate
company.
36
</TABLE>
<PAGE> 39
In connection with the consummation of the Merger, since September
28, 1998, the executive officers of the Trust and their principal occupations
have been as follows:
<TABLE>
<CAPTION>
Name & Principal Position Age
<S> <C> <C>
William Newman.............................. 72 Chairman of the Board of Trustees of the Trust since its organization in
Chairman of the Board of Trustees 1972 and Chairman of the Board of Directors of New Plan Excel since
September 1998; Chief Executive Officer of the Trust from 1972 to
September 1998 and President of the Trust from 1972 to 1988; President
and Chief Executive Officer of the Trust's predecessor corporation from
1961 to 1972; a past Chairman of the National Association of Real Estate
Investment Trusts; Certified Public Accountant and actively involved in
real estate for over 50 years.
Arnold Laubich.............................. 68 Chief Executive Officer of the Trust and New Plan Excel since September
Chief Executive Officer and Trustee 1998; trustee of the Trust since 1988 and director of New Plan Excel
since September 1998; President and Chief Operating Officer of the Trust
from 1988 to September 1998; President of Dover Management Corp. (which
previously managed the Trust's properties) from 1972 to 1988; Executive
Vice President of the Trust's predecessor corporation from 1961 to 1972.
Gary B. Sabin............................... 44 President of the Trust since September 1998 and of Excel (now New Plan
President and Chairman of Investment Excel) since 1989; Chairman of Investment Committee of the Trust and New
Committee Plan Excel since September 1998; trustee of the Trust since September
1998 and director of Excel (now New Plan Excel) since 1989; Chairman of
the Board of Directors and Chief Executive Officer of Excel from 1989 to
September 1998; Chairman of the Board, President and Chief Executive
Officer of Excel Legacy Corporation since April 1998; Chief Executive
Officer of various companies since his founding of Excel's predecessor
corporation and its affiliates starting in 1977.
James M. Steuterman......................... 42 Co-Chief Operating Officer of the Trust and New Plan Excel since
Executive Vice President, Co-Chief September 1998; Executive Vice President of the Trust since 1994 and of
Operating Officer and Trustee New Plan Excel since September 1998; trustee of the Trust since 1990 and
director of New Plan Excel since September 1998; Senior Vice President
of the Trust from 1989 to 1994 and Vice President of the Trust from 1988
to 1989.
Richard B. Muir............................. 43 Co-Chief Operating Officer of the Trust and New Plan Excel since
Executive Vice President, Co-Chief September 1998; Executive Vice President of the Trust since September
Operating Officer and Trustee 1998 and of Excel (now New Plan Excel) since 1989; trustee of the Trust
since September 1998 and director of Excel (now New Plan Excel) since
1989; Secretary of Excel from 1989 to September 1998; director,
Executive Vice President and Secretary of Excel Legacy Corporation since
April 1998.
David A. Lund............................... 46 Chief Financial Officer of the Trust since September 1998 and of Excel
Chief Financial Officer (now New Plan Excel) since 1994; Vice President of Excel (now New Plan
Excel) from 1988 to September 1998; Chief Financial Officer of Excel
Legacy Corporation since April 1998; officer and director of certain
affiliates of Excel (now New Plan Excel) since 1993; Certified Public
Accountant.
William Kirshenbaum......................... 62 Treasurer of the Trust since 1983 and of New Plan Excel since September
Treasurer 1998; Vice President of the Trust from 1981 to September 1998.
Dean Bernstein.............................. 40 Senior Vice President--Finance and Multifamily of the Trust and New Plan
Senior Vice President--Finance and Excel since September 1998; trustee of the Trust since 1992 and director
Multifamily and Trustee of New Plan Excel since September 1998; Vice
37
</TABLE>
<PAGE> 40
<TABLE>
<S> <C> <C>
President-- Administration and Finance of the Trust from 1994 to
September 1998; Assistant Vice President of the Trust from 1991 to 1994;
previously a Vice President in the Real Estate Group at Chemical Bank.
Graham R. Bullick........................... 48 Senior Vice President--Capital Markets of the Trust since September 1998
Senior Vice President--Capital Markets and Excel (now New Plan Excel) since 1991; director of Excel from 1991
to 1992; Senior Vice President--Capital Markets of Excel Legacy
Corporation since April 1998; Vice President and Chief Operations
Officer for an Arizona-based real estate investment firm from 1985 to
1991.
Mark T. Burton.............................. 38 Senior Vice President--Acquisitions of the Trust since September 1998
Senior Vice President--Acquisitions and of Excel (now New Plan Excel) since 1995; Vice President of Excel
from 1989 to 1995; Senior Vice President--Acquisitions of Excel Legacy
Corporation since April 1998; associated with Excel (now New Plan
Excel), its predecessor and its affiliates since 1983.
James DeCicco............................... 52 Senior Vice President--Leasing of the Trust since 1996 and of New Plan
Senior Vice President--Leasing Excel since September 1998; Vice President of the Trust from 1992 to
1996; employee of the Trust since 1991.
Thomas J. Farrell........................... 41 Senior Vice President--Acquisitions of the Trust and of New Plan Excel
Senior Vice President--Acquisitions since September 1998; Vice President--Acquisitions of the Trust from
1994 to September 1998; previously a Vice President at The Balcor
Company, a real estate company.
S. Eric Ottesen............................. 43 Senior Vice President--Legal Affairs and Secretary of the Trust and New
Senior Vice President--Legal Affairs Plan Excel since September 1998; General Counsel of Excel from 1995 to
and Secretary September 1998; Senior Vice President of Excel (now New Plan Excel) from
1995 to September 1998; Assistant Secretary of Excel from 1996 to
September 1998; Senior Vice President, General Counsel and Assistant
Secretary of Excel Legacy Corporation since April 1998; senior partner
at a San Diego law firm from 1987 to 1995.
Ronald H. Sabin............................. 48 Senior Vice President--Asset Management of the Trust since September
Senior Vice President--Asset 1998 and of Excel (now New Plan Excel) since 1989; Senior Vice
Management President--Asset Management of Excel Legacy Corporation since April
1998; officer or otherwise employed by affiliates of Excel since 1979.
Steven F. Siegel............................ 38 General Counsel of the Trust since 1991 and of New Plan Excel since
Senior Vice President and General September 1998; Senior Vice President of the Trust and New Plan Excel
Counsel since September 1998; Secretary of the Trust from 1991 to September
1998.
John Visconsi............................... 54 Vice President--Leasing of the Trust since September 1998 and of Excel
Vice President--Leasing (now New Plan Excel) since 1997; Senior Vice President--Land Development
of Price Enterprises, Inc. (a price club development group) from 1996 to
1997; Director of Leasing and Land Development for The Hahn Co., a real
estate developer, from 1981 to 1996.
38
</TABLE>
<PAGE> 41
ITEM 11. EXECUTIVE COMPENSATION
(a) Compensation
The following table sets forth certain information for the fiscal
years ended July 31, 1998, 1997 and 1996 with respect to the cash compensation
and all other compensation paid by the Trust, as well as stock options granted
by the Trust, to Mr. William Newman, the Trust's Chief Executive Officer during
such years, and the Trust's four most highly compensated executive officers
other than the Chief Executive Officer (collectively, the "Named Officers")
during such years:
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation All Other
Name & Principal Position Year Salary Bonus Options Compensation(1)
------------------------- ---- ------ ----- ------------- ---------------
<S> <C> <C> <C> <C> <C>
William Newman, CEO........................ 1998 $517,115 $125,000 112,500 $4,800
1997 $500,000 $125,000 37,500 $4,500
1996 $430,756 $ 75,000 ___ $25,337
Arnold Laubich, President.................. 1998 $517,115 $250,000 112,500 $4,800
1997 $500,000 $250,000 37,500 $4,500
1996 $444,085 $100,000 ___ $4,500
James M. Steuterman, Executive
Vice President ............................ 1998 $319,268 $60,000 152,000 $4,800
1997 $290,000 $50,000 52,000 $4,500
1996 $232,693 $85,000 2,000 $4,500
Steven F. Siegel, General Counsel and
Secretary.................................. 1998 $170,390 $22,500 112,500 $4,800
1997 $153,898 $19,000 37,500 $4,500
1996 $142,500 $48,500 5,000 $4,500
Thomas Farrell, Vice President--
Acquisitions .............................. 1998 $164,808 $30,000 112,500 $4,800
1997 $137,423 $25,000 47,500 $4,500
1996 $101,792 $20,000 12,500 $4,500
</TABLE>
(1) Includes the 401(k) plan contribution for officers and the amount by
which premiums exceeded the increase in cash surrender value for
split dollar life insurance for the CEO. The annual premiums paid are
$150,000. Excludes certain other personal benefits, the total value
of which was less than the lesser of $50,000 or ten percent of the
total salary and bonus paid or accrued by the Trust for services
rendered by each officer during the fiscal year indicated.
39
<PAGE> 42
(b) Option Grants in Last Fiscal Year
The following table sets forth certain information with respect to
options granted to the Named Officers during the fiscal year ended July 31,
1998:
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Rates of Stock Price
% of Total Appreciation for Option Term
Options Granted
Exercise ---------------------------
Options to Employees in Price Per Expiration
Name & Principal Position Granted Fiscal Year Share Date 5% (1) 10%(1)
------------------------- ------- --------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William Newman, CEO................. 112,500 7.8% $24.125 11/24/04 $1,104,896 $2,574,878
Arnold Laubich, President........... 112,500 7.8% $24.125 11/24/04 $1,104,896 $2,574,878
James M. Steuterman, Executive Vice
President........................ 150,000 10.3% $24.125 11/24/04 $1,473,195 $3,433,170
2,000 0.1% $22.9375 07/31/04 $18,676 $43,522
Steven F. Siegel, General Counsel
and Secretary.................... 112,500 7.8% $24.125 11/24/04 $1,104,896 $2,574,878
Thomas Farrell, Vice
President--Acquisitions.......... 112,500 7.8% $24.125 11/24/04 $1,104,896 $2,574,878
</TABLE>
- ----------------
(1) The 5% and 10% rates of appreciation were set by the Securities and
Exchange Commission and are not intended to forecast future
appreciation, if any, of the Trust's Common Shares.
(c) Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Option Values
The following table sets forth certain information with respect to the
option exercises during the fiscal year ended July 31, 1998, and the unexercised
options held as of the end of such fiscal year, by the Named Officers:
40
<PAGE> 43
<TABLE>
<CAPTION>
Value of Unexercised in-the-Money
Shares Number of Unexercised Options at Options at Fiscal Year-
Acquired Fiscal Year-End End (1)
on Value -------------------------------- ---------------------------------
Name & Title Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
------------ -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William Newman, CEO................. __ __ 523,750 276,250 $2,051,016 $543,516
Arnold Laubich, President........... __ __ 523,750 276,250 $2,051,016 $543,516
James M. Steuterman, Executive Vice
President........................ __ __ 40,900 206,600 $ 23,119 $ 51,539
Steven F. Siegel, General Counsel
and Secretary.................... __ __ 39,350 151,650 $ 39,692 $ 45,029
Thomas Farrell, Vice President--
Acquisitions..................... __ __ 13,250 159,250 $ 20,485 $ 49,204
</TABLE>
- ----------
(1) Based upon a closing price per share of $22.8125 on July 31, 1998.
(d) Trustees' Report on Executive Compensation
The Board of Trustees does not have a compensation committee; thus, it
is the duty of the entire Board of Trustees to review compensation plans,
programs and policies and to monitor the performance and compensation of
executive officers, including the Named Officers, and other key employees. The
Board of Trustees does, however, have a Special Compensation Committee,
consisting of four of the Trust's non-employee Trustees (Messrs. Bottorf, Gold,
Wetzler and White). The Special Compensation Committee reviews the compensation
arrangements of Messrs. William Newman, Laubich, Steuterman and Bernstein, the
trustees who also were, as of September 25, 1998, executive officers of the
Trust.
Through September 25, 1998, the Board of Trustees has implemented
compensation policies, plans and programs through which it sought to enhance the
profitability of the Trust, and thus shareholder value, by aligning closely the
financial interests of the Trust's senior managers with those of its
shareholders. The Trust's overall objectives were to attract and retain the best
possible executive talent, to motivate these executives to achieve the goals
inherent in the Trust's business strategy, to link executive and shareholder
interests through performance goals and equity based plans, and finally to
provide a compensation package that recognizes individual contributions as well
as overall business results.
In furtherance of these goals, the Board of Trustees historically has
compared the Trust to a selected group of REITs that compete in the Trust's
shopping center and apartment community business, which the Board of Trustees
believed represented the Trust's most direct competitors for executive talent.
There were six REITs in that comparison group. Based on the relative size of the
Trust in comparison with the peer group, the Board of Trustees positioned
executive base salaries at competitive levels relative to the base salaries paid
to executive officers of the peer group. The Trust also historically relied on
Common Share options as incentive compensation.
The Board of Trustees historically conducted a full review of the
Trust's compensation program each year. This review included a comparison of the
Trust's executive
41
<PAGE> 44
compensation, business performance, Common Share appreciation and total return
to shareholders to the peer group. The Board of Trustees also reviewed, on an
annual basis, a selection of peer REITs used for compensation analysis, because
the Board of Trustees believed that the Trust's most direct competitors for
executive talent were not necessarily all of the companies that would be
included in a peer group established for comparing shareholder returns. The
Special Compensation Committee performed the same function and analysis with
respect to Messrs. William Newman, Laubich, Steuterman and Bernstein.
The key components of the Trust's executive compensation consisted of
base salary, annual bonus and Common Share options. The Board of Trustees'
historical policies with respect to each of these components are discussed
below. In determining compensation, the Board of Trustees historically took into
account the individual's full compensation package, including insurance and
other benefits, as well as the components described below. The Special
Compensation Committee performed the same function and analysis with respect to
Messrs. William Newman, Laubich, Steuterman and Bernstein. It should be noted
that the Trust currently has a 401(k) retirement plan covering substantially all
officers and employees of the Trust. The 401(k) plan permits participants to
defer up to a maximum of 10% of their compensation, and the Trust may, at the
discretion of the Board of Trustees, make a voluntary contribution to the plan
participants. For the last 401(k) plan year (1997), the contribution by the
Trust was equal to 3% of each employee's eligible compensation. For the fiscal
year ended July 31, 1998, the Trust's contribution to the 401(k) retirement plan
allocated to the Chief Executive Officer was $4,800.
Base Salaries
Base salaries for executive officers historically were determined by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for executive
talent, including a comparison to base salaries for comparable positions in the
peer group. The base salaries were intended to be fixed at competitive levels
relative to the base salaries paid to executive officers with comparable
qualifications, experience and responsibilities at other REITs in the comparison
peer group.
Annual salary adjustments were determined by evaluating the
performance of the Trust and of each executive officer, and also taking into
account new responsibilities, increases in pay levels of competitors, and such
other matters as the Board of Trustees and Special Compensation Committee, as
applicable, deemed appropriate. The Board of Trustees and Special Compensation
Committee, as applicable, also considered, where appropriate, non-financial
performance achievements by the Trust and its employees.
During the fiscal year ended July 31, 1998, Mr. William Newman, the
Trust's Chief Executive Officer during the fiscal year, received a base salary
of $517,115. In determining the base salary paid to Mr. William Newman, the
Special Compensation Committee took into consideration his experience and
stature in the real estate community, the base salaries paid to chief executive
officers in the comparison peer groups, and the Trust's earnings and returns on
shareholder equity.
Annual Bonus
All of the Trust's executive officers (including the Named Officers)
historically were eligible for an annual cash bonus. In determining the amount
of annual cash bonuses, if any, to be paid to executive officers, the Board of
Trustees and Special Compensation Committee, as applicable, at the end of each
fiscal year, reviewed the performance of the Trust and, if appropriate, the
Common Shares, during such fiscal year, and non-financial performance measures
such as the respective
42
<PAGE> 45
executive's performance, effort and role in promoting the long-term strategic
growth of the Trust, as well as such other matters as the Board of Trustees and
Special Compensation Committee, as applicable, deemed appropriate. The Trust's
Chief Executive Officer during fiscal 1998, Mr. William Newman, received an
annual bonus of $125,000 for the fiscal year.
Share Options
Under the Trust's Amended and Restated 1985 Incentive Stock Option
Plan, the 1991 Stock Option Plan and the 1997 Stock Option Plan (collectively,
the "Option Plans"), all of which were approved by shareholders, options to
purchase Common Shares historically could be granted to the Trust's employees,
including the Named Officers. The Option Plans are administered by the Stock
Option Committee. Awards were based on, among other things, a review of
compensation data from the peer group, information on the optionee's total
compensation, the optionee's expected future contributions to the Trust's
achievement of its long-term performance goals and the Trust's dependence on the
optionee's efforts.
The Trust historically believed that significant equity interests in
the Trust held by management aligned their interests with those of the
shareholders. Common Share options generally were granted with an exercise price
equal to the market price of the Common Shares on the date of grant and vested
pursuant to schedules set in the grants. Generally, options were not exercisable
until at least one year from the date of grant, and thereafter were exercisable
annually only as a percentage of the total number of Common Shares covered by
the options. The Board of Trustees believed that the vesting schedule gave
executives the incentive to create shareholder value over the long term because
the full benefit of the compensation package cannot be realized unless Common
Share price appreciation occurs over a number of years. In fiscal 1998, stock
options to purchase 112,500 Common Shares were granted under the Option Plans to
the Trust's Chief Executive Officer during the fiscal year, Mr. William Newman.
Conclusion
Through the policies described above, a very significant portion of
the Trust's executive compensation historically was linked to individual and
business performance. However, the changes of the business cycle from time to
time may have resulted in an imbalance for a particular period.
43
<PAGE> 46
The foregoing report has been furnished as of September 25, 1998 by
the Board of Trustees and the Special Compensation Committee.
Dean Bernstein William Newman
Raymond H. Bottorf James M. Steuterman
Norman Gold John Wetzler
Arnold Laubich Gregory White
Melvin Newman
44
<PAGE> 47
Share Price Performance Graph
The following table compares the cumulative total shareholder return
on the Common Shares for the period commencing August 1, 1993 through July 31,
1998 with the cumulative total return on the Standard & Poor's 500 Stock Index
(the "S&P 500") and the NAREIT All REIT Total Return Index (1) (the "NAREIT
Index") over the same period. Total return values for the S&P 500, the NAREIT
Index and the Common Shares were calculated based on cumulative total return
assuming the investment of $100 in the S&P 500, the NAREIT Index and the Common
Shares on August 1, 1993, and assuming reinvestment of dividends. The
shareholder return shown on the graph below is not indicative of future
performance.
[COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN GRAPHIC]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
New Plan Realty Trust 100 96 105 110 125 127
NAREIT 100 104 111 130 178 172
S&P 500 100 105 133 155 235 281
</TABLE>
- -----------
(1) The NAREIT All REIT Total Return Index (consisting of 213 companies
with a total market capitalization of approximately $148.7 billion) is
maintained by the National Association of Real Estate Investment
Trusts, Inc. and is published monthly based on the last closing prices
of the preceding month.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of 5% Holders
The following table sets forth information regarding the beneficial
ownership of Common Shares by persons known by the Trust to own beneficially
more than five percent of the Common Shares outstanding as of September 23,
1998:
45
<PAGE> 48
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial
Name and Business Address Ownership Percent of Class
------------------------- ---------- ----------------
<S> <C> <C>
Stichting Pensioenfonds............... 4,871,900 8.1%
Oude Lindestraat 70
Correspondentieadres,
postbus 2980,
6401 DL Heerlen
The Netherlands
</TABLE>
The Trust and Stichting Pensioenfonds (the "Dutch Fund") entered into a
purchase agreement dated as of December 18, 1990 relating to the sale by the
Trust, and the purchase by the Dutch Fund, of certain Common Shares. This
purchase agreement set forth, among other things, certain ongoing rights and
obligations of the Trust and the Dutch Fund in connection with the Dutch Fund's
ownership of Common Shares. As a result of the consummation of the Merger, on
September 28, 1998, the Trust became a wholly owned subsidiary of New Plan Excel
and the Dutch Fund's Common Shares were converted into shares of New Plan Excel
Common Stock.
(b) Security Ownership of Trustees and Executive Officers
The following table sets forth, as of September 23, 1998, certain
information as to the beneficial ownership of the Common Shares, including
Common Shares as to which a right to acquire beneficial ownership exists (for
example, through the exercise of Common Share options) within the meaning of
Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by (i) the trustees and nominees for election as trustees, (ii)
the Named Officers and (iii) all executive officers and trustees as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Business Address (1) Beneficial Ownership (2) Percent of Class
- ----------------------------- ------------------------ ----------------
<S> <C> <C>
William Newman...................... 1,907,538 (3) 3.15%
Arnold Laubich...................... 860,267 (4) 1.42%
James M. Steuterman................. 76,592 (5) (6)
Melvin Newman....................... 627,738 (7) 1.04%
Norman Gold......................... 12,499 (8) (6)
Dean Bernstein...................... 60,177 (9) (6)
Raymond H. Bottorf.................. 9,000 (10) (6)
John Wetzler........................ 9,070 (11) (6)
Gregory White....................... 10,000 (12) (6)
Steven F. Siegel.................... 45,239 (13) (6)
Thomas J. Farrell................... 15,014 (14) (6)
All Executive Officers and
Trustees as a Group
(14 individuals).................. 3,734,468 6.11%
</TABLE>
- ----------
(1) The business address of each person is 1120 Avenue of the Americas, New
York, New York 10036.
(2) Unless otherwise indicated, the person has sole voting and investment
power with respect to such Common Shares.
46
<PAGE> 49
(3) Includes 39,627 Common Shares owned by Mr. Newman's wife, 7,289 Common
Shares held by Mr. Newman as custodian for his grandchildren and 64,512
Common Shares held by a family charitable foundation, as well as
523,750 Common Shares which Mr. Newman has the right to acquire upon
exercise of share options. Mr. Newman disclaims any beneficial interest
in the Common Shares held for his grandchildren and by the family
charitable foundation.
(4) Includes 48,315 Common Shares owned by Mr. Laubich's wife, 28,273
Common Shares held jointly with his wife (as to which Common Shares Mr.
Laubich shares voting and investment power), and 18,647 Common Shares
held by his wife and adult daughter jointly, as well as 523,750 Common
Shares which Mr. Laubich has the right to acquire upon exercise of
share options. Mr. Laubich disclaims any beneficial interest in the
Common Shares held jointly by his wife and daughter.
(5) Includes 1,827 Common Shares held jointly with Mr. Steuterman's wife
(as to which Common Shares Mr. Steuterman shares voting and investment
power), 1,181 Common Shares held by Mr. Steuterman as custodian for his
children, and 42,500 Common Shares which Mr. Steuterman has the right
to acquire upon exercise of share options.
(6) Amount owned does not exceed 1% of class.
(7) Includes 23,547 Common Shares owned by Mr. Newman's wife and 64,750
Common Shares held by The Morris and Ida Newman Family Foundation (the
"Foundation"), of which Mr. Newman is the trustee, as well as 4,000
Common Shares which Mr. Newman has the right to acquire upon exercise
of share options. Mr. Newman disclaims any beneficial interest in the
Common Shares held by the Foundation.
(8) Includes 1,200 Common Share which Mr. Gold has the right to acquire
upon exercise of share options.
(9) Includes 21,341 Common Shares owned by Mr. Bernstein's wife, 1,740
Common Shares held jointly with his wife (as to which Common Shares Mr.
Bernstein shares voting and investment power), and 31,500 Common Shares
which Mr. Bernstein has the right to acquire upon exercise of share
options.
(10) Represents 9,000 Common Shares which Mr. Bottorf has the right to
acquire upon exercise of share options.
(11) Includes 608 Common Shares owned by Mr. Wetzler's wife and 235 Common
Shares owned by Mr. Wetzler as custodian for his children, as well as
8,000 Common Shares which Mr. Wetzler has the right to acquire upon
exercise of share options. Mr. Wetzler disclaims any beneficial
interest in the Common Shares held by his children.
(12) Represents 1,000 Common Shares held jointly with Mr. White's wife (as
to which Common Shares Mr. White shares voting and investment power)
and 1,000 Common Shares held by Mr. White as custodian for his
children, as well as 8,000 Common Shares which Mr. White has the right
to acquire upon exercise of share options.
(13) Includes 39,350 Common Shares which Mr. Siegel has the right to acquire
upon exercise of share options.
(14) Includes 13,250 Common Shares which Mr. Farrell has the right to
acquire upon exercise of share options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with Trustees and Executive Officers
Norman Gold is a partner in the law firm of Altheimer & Gray. His firm
has rendered various legal services to the Trust during the past fiscal year and
is continuing to render legal services to the Trust.
John Wetzler is the president of Nautica Retail U.S.A., Inc.,
affiliates of which are tenants at some of the Trust's properties.
The following loans were made by the Trust over a number of years
primarily to assist the officers in their purchase of Common Shares of the
Trust. Such loans are unsecured except as specifically noted. As of July 31,
1998, Arnold Laubich, President and Chief Operating Officer and Trustee as of
such date, was indebted to the Trust in the aggregate amount of $25,000 (which
amount is $140,000 less than his indebtedness to the Trust as of July 31, 1997).
The amount owed is represented by a demand note bearing interest at 6% per
annum. As of July 31, 1998, William Kirshenbaum, Vice President and Treasurer as
of such date, was indebted to the Trust in the aggregate amount of $378,398
47
<PAGE> 50
(which amount is $58,494 less than his indebtedness to the Trust as of July 31,
1997). The amount owed is represented by (i) four demand notes in the aggregate
amount of $191,398, each bearing interest at 5% per annum, (ii) two demand notes
in the aggregate amount of $17,000, each bearing interest at 8.375% per annum,
and (iii) a $170,000 note bearing interest at 6% per annum and due January 31,
2000 (which is collateralized by a mortgage). As of July 31, 1998, James M.
Steuterman, Executive Vice President and Trustee, was indebted to the Trust in
the aggregate amount of $575,505. The amount owed is represented by (i) three
demand notes in the aggregate amount of $289,170, each bearing interest at 5%
per annum, and (ii) two demand notes in the aggregate amount of $286,335, each
bearing interest at 6% per annum. As of July 31, 1998, Dean Bernstein, Vice
President--Administration and Finance and trustee, was indebted to the Trust in
the aggregate amount of $95,062, represented by a demand note bearing interest
at a rate of 5% per annum. As of July 31, 1998, Steven F. Siegel, General
Counsel and Secretary, was indebted to the Trust in the aggregate amount of
$111,881. The amount owed is represented by two demand notes, each bearing
interest at 5% per annum. As of July 31, 1998, James DeCicco, Senior Vice
President--Leasing as of such date, was indebted to the Trust in the aggregate
amount of $145,174. The amount owed is represented by (i) two demand notes in
the aggregate amount of $9,700, each bearing interest at 6% per annum, and (ii)
a $135,474 note bearing interest at 8.5% per annum and due October 1, 2024
(which is collateralized by a mortgage).
Pursuant to an agreement dated June 3, 1982, Mr. William Newman, as
nominee for the Trust, purchased a cooperative apartment at 114 East 72nd Street
to be used to further business purposes of the Trust for a price of $290,000.
The Trust has paid assessment, taxes and all other payments with respect to the
use and upkeep of the apartment, which has primarily been used by Mr. Newman.
Such payments totaled approximately $27,800, $26,000 and $20,000 in fiscal 1998,
1997 and 1996, respectively. On September 24, 1998, Mr. Newman exercised his
option pursuant to the June 3, 1982 agreement to purchase the apartment for the
original $290,000 purchase price.
The Trust leases an office building from Page Associates on a net lease
basis for a current rent of approximately $184,000 per year (rental payments of
approximately $183,000, $180,000 and $178,000 were made to Page Associates in
fiscal 1998, 1997 and 1996, respectively). The Trust has leased this building
from Page Associates since 1974. Page Associates is a partnership owned in equal
proportions by William Newman, Melvin Newman, the estate of Joseph Newman and
Arnold Laubich. The Trust subleases the office building which it leases from
Page Associates and has received rent in excess of all payments made to Page
Associates and other real estate expenses in each of the years it has rented the
building from Page Associates.
(b) Compensation Committee Interlocks and Insider Participation
The Board of Trustees does not have a Compensation Committee.
Consequently, the Board of Trustees performs the functions of such committee;
however, as of July 31, 1998, the Special Compensation Committee performed such
function with respect to Messrs. William Newman, Laubich, Steuterman and
Bernstein. It should be noted, though, that the amount of compensation paid by
the Trust to its officers and the respective terms of employment of such
officers for the year ended July 31, 1998 were, with the exception of the four
above-mentioned individuals, determined primarily by Messrs. William Newman and
Laubich, each of whom served as of such date both as a trustee and as an
executive officer of the Trust. In addition, the number of options to be granted
to the trustees and employees of the Trust under the terms of the Option Plans
for the fiscal year ended July 31, 1998 was determined by the Option Plans'
administrators as of such date, Messrs. William Newman, Laubich and Gold.
48
<PAGE> 51
PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, CONSOLIDATED FINANCIAL
STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Consolidated Financial Statements. The following documents are
filed as a part of this report:
The response to this portion of Item 14 is submitted as a separate
section of this report.
(b) Reports on Form 8-K filed during the three months ended July 31,
1998.
1. Form 8-K dated May 14, 1998 containing items 5 and 7.
2. Form 8-K dated May 19, 1998 containing item 5.
(c) Exhibits. The following documents are filed as exhibits to this
report:
*3.1 Amended and Restated Declaration of Trust of New Plan
Realty Trust dated as of January 15, 1996 filed as
Exhibit 99.3 to the Registrant's Form 8-K dated May
24, 1996.
3.2 Certificate of Amendment of Amended and Restated
Declaration of Trust of New Plan Realty Trust dated
September 25, 1998.
*4.1 Specimen Certificate for Shares of Beneficial
Interest filed as Exhibit 4.1 to the Registrant's
Form 10-K for the fiscal year ended July 31, 1997.
*4.2 Certificate of Designation Supplementing the Amended
and Restated Declaration of Trust of New Plan Realty
Trust filed as Exhibit 4.1 to the Registrant's Form
8-K dated July 2, 1997.
*4.3 Deposit Agreement dated as of July 3, 1997 among New
Plan Realty Trust and Bank Boston N.A. filed as
Exhibit 4.5 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1997.
*4.4 Specimen Certificate for 7.80% Series A Cumulative
Step-Up Premium Rate Preferred Shares filed as
Exhibit 4.4 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1997.
*4.5 Specimen Depositary Receipt filed as Exhibit 4.5 to
the Registrant's Form 10-K for the fiscal year ended
July 31, 1997.
*9.1 Agreement dated February 26, 1979 among William
Newman, Joseph Newman and Melvin Newman filed as
Exhibit 9 to Registration Statement No. 2--63669.
*9.2 Purchase Agreement dated December 18, 1990 between
New Plan Realty Trust and Beleggingsmaatschappij
Midas B.V. (presently known as Stichting
Pensioenfonds) filed as Exhibit 9.5 to the
Registrant's Form 10-K for the fiscal year ended July
31, 1994.
*9.3 Termination of Purchase Agreement dated December 17,
1981 between New Plan Realty Trust and Merchant Navy
Officers Pension Fund Trustees Limited (presently
known as MNOPF Trustees Limited) filed as Exhibit 9.6
to the Registrant's Form 10-K for the fiscal year
ended July 31, 1995.
49
<PAGE> 52
*10.1 Credit Agreement by and among New Plan Realty Trust,
the Lenders party thereto and The Bank of New York,
as agent, dated as of October 20, 1996 filed as
Exhibit 10.1 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1997.
10.2 Assignment and Assumption Agreement dated December 1,
1997 by and among New Plan Realty Trust, Bank
Hapoalim B.M. and The Bank of New York.
10.3 Waiver and Amendment to Credit Agreement dated as of
September 25, 1998 by and among New Plan Realty
Trust, the Lenders party thereto and The Bank of New
York, as agent.
10.4 Assumption and Substitution Agreement dated as of
September 28, 1998 by and among New Plan Excel Realty
Trust, Inc., New Plan Realty Trust, the Lenders party
thereto and The Bank of New York, as agent.
10.5 Unconditional Guaranty of Payment and Performance
dated as of September 28, 1998 by and between New
Plan Realty Trust and BankBoston N.A.
*10.6 Senior Securities Indenture between New Plan Realty
Trust and The First National Bank of Boston, as
Trustee, dated as of March 29, 1995 filed as Exhibit
4.2 to Registration Statement No. 33-60045.
*10.7 7.75% Senior Note Due April 6, 2005 filed as Exhibit
10.7 to the Registrant's Form 10-K for the fiscal
year ended July 31, 1995.
*10.8 6.8% Senior Note Due May 15, 2002 filed as Exhibit
10.8 to the Registrant's Form 10-K for the fiscal
year ended July 31, 1995.
*10.9 Distribution Agreement dated May 24, 1996 by and
among New Plan Realty Trust, Lehman Brothers, Lehman
Brothers Inc., Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated and Smith Barney Inc., filed as
Exhibit 1 to the Registrant's Form 8-K dated May 24,
1996.
*10.10 Form of Medium Term Note (Fixed Rate) filed as
Exhibit 99.1 to the Registrant's Form 8-K dated May
24, 1996.
*10.11 Form of Medium Term Note (Floating Rate) filed as
Exhibit 99.2 to the Registrant's Form 8-K dated May
24, 1996.
*10.12 Distribution Agreement dated December 6, 1996 by and
among New Plan Realty Trust, Lehman Brothers, Lehman
Brothers Inc., Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated, Salomon Brothers Inc. and Smith
Barney Inc., filed as Exhibit 1 to the Registrant's
Form 8-K dated December 12, 1996.
*10.13 Form of Medium Term Note (Fixed Rate) filed as
Exhibit 4.1 to the Registrant's Form 8-K dated
December 12, 1996.
*10.14 Form of Medium Term Note (Floating Rate) filed as
Exhibit 4.2 to the Registrant's Form 8-K dated
December 12, 1996.
50
<PAGE> 53
*10.15 Agreement and Plan of Merger, dated May 14, 1998, as
amended as of August 7, 1998, among Excel Realty
Trust, Inc., ERT Merger Sub, Inc. and New Plan Realty
Trust filed as Exhibit 2.1 to the Registrant's Form
8-K dated October 13, 1998.
12 Ratio of Earnings to Fixed Charges.
21 Subsidiaries of the Registrant.
23 Consent of PricewaterhouseCoopers LLP.
27(1) Financial Data Schedule.
99.1 Pro Forma Financial Data of New Plan Excel Realty
Trust, Inc.
- ----------
*Incorporated herein by reference as above indicated.
(1) Filed as exhibit to electronic filing only.
(d) Financial Statement Schedules. The following documents are filed as
a part of this report:
The response to this portion of Item 14 is submitted as a separate
section of this report.
51
<PAGE> 54
ANNUAL REPORT ON FORM 10-K
ITEM 8 AND ITEM 14(a)(1), (a)(2) AND (d)
LIST OF CONSOLIDATED FINANCIAL STATEMENTS
AND
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
YEAR ENDED JULY 31, 1998
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NEW YORK, NEW YORK
<PAGE> 55
NEW PLAN REALTY TRUST AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
<TABLE>
<S> <C>
Report of Independent Auditors.............................................................F-2
Consolidated Balance Sheets as of July 31, 1998 and 1997...................................F-3
Consolidated Statements of Income for the years
ended July 31, 1998, 1997 and 1996.......................................................F-5
Consolidated Statements of Changes in Shareholders' Equity
for the years ended July 31, 1998, 1997 and 1996.........................................F-6
Consolidated Statements of Cash Flows for the years
ended July 31, 1998, 1997 and 1996.......................................................F-7
Notes to Consolidated Financial Statements.................................................F-9
Schedules
II - Valuation and Qualifying Accounts..........................................F-23
III - Real Estate and Accumulated Depreciation...................................F-24
IV - Mortgage Loans and Notes Receivable on Real Estate.........................F-41
</TABLE>
All other schedules for which provision is made in the applicable regulation of
the Securities and Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have been omitted.
<PAGE> 56
REPORT OF INDEPENDENT AUDITORS
To the Trustees and Shareholders
of New Plan Realty Trust:
We have audited the consolidated financial statements and financial statement
schedules of New Plan Realty Trust and Subsidiaries listed in Item 14(a) of this
Form 10-K. These financial statements and financial statement schedules are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of New
Plan Realty Trust and Subsidiaries as of July 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended July 31, 1998 in conformity with generally
accepted accounting principles. In addition, in our opinion, the financial
statement schedules referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all material respects,
the information required to be included therein.
PRICEWATERHOUSECOOPERS LLP
New York, New York
September 9, 1998,
except for Note Q for which
the date is September 28, 1998
F-2
<PAGE> 57
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1998 AND 1997
(In Thousands)
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
ASSETS:
Real estate, at cost
Land $ 272,176 $ 232,502
Buildings and improvements 1,180,562 1,045,273
---------- ----------
1,452,738 1,277,775
Less accumulated depreciation and amortization 136,978 105,866
---------- ----------
1,315,760 1,171,909
Cash and cash equivalents 26,284 42,781
Marketable securities 1,787 2,034
Mortgages and notes receivable 13,878 23,107
Receivables
Trade and notes, net of allowance for doubtful accounts (1998 - $7,926;
1997 - $5,581) 14,025 12,035
Other 1,376 1,464
Prepaid expenses and deferred charges 7,823 5,000
Other assets 3,592 2,814
---------- ----------
TOTAL ASSETS $1,384,525 $1,261,144
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
F-3
<PAGE> 58
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 31, 1998 AND 1997
(In Thousands)
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
LIABILITIES:
Mortgages payable $ 114,099 $ 65,573
Notes payable, net of unamortized discount
(1998 - $1,211; 1997 - $1,366) 462,789 412,634
Other liabilities 37,520 33,359
Tenants' security deposits 5,590 4,623
---------- ----------
TOTAL LIABILITIES 619,998 516,189
---------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred shares
Par value $1.00, unlimited authorization; issued and outstanding (1998 and
1997 - Series A 150,000 Cumulative Preferred Shares), $75,000
redemption value 72,775 72,775
Shares of beneficial interest
Without par value, unlimited authorization;
issued and outstanding (1998 - 59,874;
1997 - 58,934) 759,853 738,011
Less: loans receivable for purchase of
shares of beneficial interest 2,306 2,814
Add: unrealized gain on securities reported
at fair value 813 1,057
---------- ----------
831,135 809,029
Less distributions in excess of net income 66,608 64,074
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 764,527 744,955
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDER' EQUITY $1,384,525 $1,261,144
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
F-4
<PAGE> 59
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
(In Thousands Except For Per Share Amounts)
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Revenues:
Rental income and related revenues $ 246,309 $ 202,093 $ 162,821
Interest and dividend income 3,950 4,728 4,785
--------- --------- ---------
Total revenues 250,259 206,821 167,606
--------- --------- ---------
Operating expenses:
Operating costs 61,417 52,584 39,531
Real estate and other taxes 22,850 18,449 15,788
Interest expense 36,815 28,256 17,561
Depreciation and amortization 31,622 25,006 20,004
Provision for doubtful accounts 4,171 3,283 1,984
--------- --------- ---------
Total operating expenses 156,875 127,578 94,868
--------- --------- ---------
93,384 79,243 72,738
Administrative expenses 2,770 2,203 2,616
--------- --------- ---------
Income Before (Loss)/Gain on
Sale of Properties and Securities: 90,614 77,040 70,122
(Loss)/gain on sale of properties and securities, net (41) (3) 399
--------- --------- ---------
Net Income 90,573 77,037 70,521
Preferred Dividend required (5,850) (461) --
--------- --------- ---------
Net Income applicable to Shares of Beneficial
Interest $ 84,723 $ 76,576 $ 70,521
========= ========= =========
Net Income Per Share of Beneficial Interest
Basic $ 1.43 $ 1.31 $ 1.25
Diluted $ 1.42 $ 1.30 $ 1.25
Cash Distribution Per Share of Beneficial Interest $ 1.475 $ 1.435 $ 1.395
Weighted Average Shares of Beneficial Interest Outstanding
Basic 59,365 58,461 56,484
Diluted 59,774 58,735 56,642
</TABLE>
See Notes to Consolidated Financial Statements.
F-5
<PAGE> 60
NEW PLAN REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended July 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Preferred Shares Shares of Beneficial Interest Notes Receivable
---------------------- ---------------------------- ----------------
Issued Amount Issued Amount
------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Balance July 31, 1995 53,262 $622,562 $(3,370)
Net income
Dividends paid
Dividend reinvestment 738 15,126
Exercise of stock options 9 165
Repayment of loans 286
Increase during year
Issuance of preferred shares 4,060 81,227
-------- --------- ------- -------- --------
Balance July 31, 1996 58,069 719,080 (3,084)
Net income
Dividends paid
Dividend reinvestment 750 16,475
Exercise of stock options 115 2,456
Repayment of loans 270
Increase during year
Issuance of preferred shares 150 72,775
-------- --------- ------- -------- --------
Balance July 31, 1997 150 72,775 58,934 738,011 (2,814)
Net income
Dividends paid
Dividend reinvestment 765 18,197
Exercise of stock options 175 3,645
Repayment of loans 508
Decrease during year
-------- --------- ------- -------- --------
Balance July 31, 1998 150 $72,775 59,874 $759,853 $(2,306)
======= ======= ====== ======== ========
<CAPTION>
Cumulative
Unrealized Distributions in Total
Gains on Excess of Net Shareholders'
Securities Income Equity
---------- ---------------- --------------
<S> <C> <C> <C>
Balance July 31, 1995 $ 182 $(48,845) $570,529
Net income 70,521 70,521
Dividends paid (78,962) (78,962)
Dividend reinvestment 15,126
Exercise of stock options 165
Repayment of loans 286
Increase during year 461 461
Issuance of preferred shares 81,227
-------- --------------- -----------
Balance July 31, 1996 643 (57,286) 659,353
Net income 77,037 77,037
Dividends paid (83,825) (83,825)
Dividend reinvestment 16,475
Exercise of stock options 2,456
Repayment of loans 270
Increase during year 414 414
Issuance of preferred shares 72,775
-------- --------------- -----------
Balance July 31, 1997 1,057 (64,074) 744,955
Net income 90,573 90,573
Dividends paid (93,107) (93,107)
Dividend reinvestment 18,197
Exercise of stock options 3,645
Repayment of loans 508
Decrease during year (244) (244)
-------- --------------- -----------
Balance July 31, 1998 $ 813 $(66,608) $764,527
====== ========== ========
</TABLE>
See Notes to Consolidated Financial Statements
F-6
<PAGE> 61
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
(In Thousands)
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income $ 90,573 $ 77,037 $ 70,521
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 31,622 25,006 20,004
Loss/(Gain) on sale of properties, net 67 10 (540)
(Gain)/Loss on sale of securities, net (26) (7) 141
Changes in operating assets and liabilities, net:
Change in trade and notes receivable (4,335) (2,054) (5,776)
Change in other receivables 88 (355) 13
Change in allowance for doubtful accounts 2,345 1,604 1,054
Change in other liabilities 4,161 3,475 8,239
Change in net sundry assets and liabilities (2,988) 605 (250)
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 121,507 105,321 93,406
--------- --------- ---------
INVESTING ACTIVITIES
Sales of marketable securities 29 484 4,274
Purchases of marketable securities (1) (2) __
Net proceeds from the sale of properties (67) 3,862 3,474
Purchases and improvement of properties (123,036) (282,607) (186,008)
Repayment of mortgage notes receivable, net 9,229 491 821
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (113,846) (277,772) (177,439)
--------- --------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
(Continued on next page)
F-7
<PAGE> 62
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
(CONTINUED FROM PREVIOUS PAGE)
(In Thousands)
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
FINANCING ACTIVITIES
Distributions to shareholders of shares (93,107) (83,825) (78,962)
Issuance of preferred shares
pursuant to a public offering,
net of offering costs -- 72,775 --
Issuance of shares of beneficial interest
pursuant to dividend reinvestment plan 18,197 16,475 15,126
Issuance of shares of beneficial interest
pursuant to public offering, net of
loans receivable and offering costs -- 81,228
Issuance of shares of beneficial interest
upon exercise of stock options 3,645 2,456 164
Proceeds from short-term borrowing -- 12,000 19,500
Repayment of short-term borrowing -- (31,500) --
Proceeds from sale of notes 50,000 223,144 10,000
Principal payments on mortgages (3,401) (862) (10,898)
Repayment of loans receivable for the
purchase of shares of beneficial interest 508 269 286
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES (24,158) 210,932 36,444
--------- --------- ---------
(DECREASE)/INCREASE IN CASH AND
CASH EQUIVALENTS (16,497) 38,481 (47,589)
Cash and cash equivalents at beginning of year 42,781 4,300 51,889
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 26,284 $ 42,781 $ 4,300
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
F-8
<PAGE> 63
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Income Taxes: New Plan Realty Trust was organized July
31, 1972 as a Massachusetts Business Trust. New Plan Realty Trust and
subsidiaries (the "Trust") have elected to be taxed as a Real Estate Investment
Trust ("REIT") under the applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code"). Accordingly, the Trust does not pay Federal
income tax on income as long as income distributed to shareholders is at least
equal to 95% of real estate investment trust taxable income and pays no Federal
income tax on capital gains distributed to shareholders. The Trust may be
subject to tax by certain states that do not recognize the REIT. Provision for
such taxes has been included in real estate and other taxes.
Basis of Consolidation: The consolidated financial statements include
the accounts of New Plan Realty Trust and its wholly owned subsidiaries. All
significant intercompany transactions and balances have been eliminated. Certain
prior period amounts have been reclassified to conform to the current year
presentation.
Real Estate: Real estate is carried at cost less accumulated
depreciation and amortization. For financial reporting purposes, depreciation is
calculated on the straight-line method based on the estimated useful lives of
the assets ranging from 5 to 40 years. Amortization of leasehold improvements is
calculated on a straight-line basis over the shorter of the life of the lease or
the estimated useful life of the asset. If there is an event or a change in
circumstances that indicates that the basis of the Trust's property may not be
recoverable the Trust's policy is to assess any impairment in value by making a
comparison of the current and projected operating cash flows (excluding interest
and income taxes) of the property over its remaining useful life, on an
undiscounted basis, to the carrying amount of the property. Such carrying
amounts would be adjusted, if necessary, to reflect an impairment in the value
of the property.
The Trust records sales when, among other criteria, the parties are
bound by the terms of a contract, all consideration has been exchanged and all
conditions precedent to closing have been performed. These conditions are
usually met at the time of closing. The cost and related accumulated
depreciation of assets sold are removed from the respective accounts and any
gain or loss is recognized in income.
New Accounting Standards: During 1998, the Trust adopted the provisions
of SFAS 128 and SFAS 129. SFAS 129 had no impact on the financial statements.
Pursuant to SFAS 128, the Trust restated all per share data to conform with the
provisions of that pronouncement (See Note I).
During fiscal 1998, the Financial Accounting Standards Board issued (a)
No. 130 "Reporting Comprehensive Income" ("SFAS 130"), which is effective for
fiscal years beginning after December 15, 1997, (b) No. 131 "Disclosures About
Segments of an Enterprise and Related Information" ("SFAS 131"), which is
effective for fiscal years beginning after December 15, 1997, (c) No. 132
"Employees Disclosure About Pensions and Other Postretirement Benefits" ("SFAS
132") which is effective for fiscal years beginning after December 15, 1997 and
(d) No. 133 "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), which is effective for fiscal years beginning after June 15, 1999.
Management believes that the implementation of SFAS 130, 131, 132 and 133 will
not have a material impact on the Trust's financial statements.
F-9
<PAGE> 64
In addition, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5") and Statement
of Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" ("SOP 98-1"), which are effective for fiscal years
beginning after December 15, 1998. Further, the Emerging Issues Task Force of
the Financial Accounting Standards Board released Issue No. 97-11, "Accounting
for Internal Costs Relating to Real Estate Property Acquisitions" ("EITF 97-11")
and Issue No. 98-9, "Accounting for Contingent Rent in Interim Financial
Periods" ("EITF 98-9").
SOP 98-5 requires that certain costs incurred in conjunction with
start-up activities be expensed. SOP 98-1 provides guidance on whether the costs
of computer software developed or obtained for internal use should be
capitalized or expensed. EITF 97-11 requires that the internal pre-acquisition
costs of identifying and acquiring operating property be expensed as incurred.
EITF 98-9 requires that contingent revenue not be accrued until a future
specified sales target is achieved.
Management believes that, when adopted, SOP 98-5 and SOP 98-1 will not
have a significant impact on the Trust's financial statements. EITF 97-11 and
98-9 were adopted during fiscal year 1998 and did not have a material impact on
the Trust's financial statements.
Cash Equivalents: Cash equivalents consist of short-term, highly liquid
debt instruments with original maturities of three months or less. Items
classified as cash equivalents include insured bank certificates of deposit and
commercial paper. At times cash balances at a limited number of banks may exceed
insurable amounts. The Trust believes it mitigates its risk by investing in or
through major financial institutions. Recoverability of investments is dependent
upon the performance of the issuer.
Revenue Recognition: Lease agreements between the Trust and retail
tenants generally provide for additional rentals based on such factors as
percentage of tenants' sales in excess of specified volumes, increases in real
estate taxes, increases in Consumer Price Indices and common area maintenance
charges. These additional rentals are generally included in income when reported
to the Trust or when billed to tenants.
The Trust recognizes rental income from leases with scheduled rent
increases on a straight-line basis over the lease term. Deferred rent
receivable, included in trade and notes receivable, represents the difference
between the straight-line rent and amounts currently due.
Concentration of Credit Risk: No tenant or single property accounts for
more than 5% of the Trust's revenues.
Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates. The most significant
assumptions and estimates relate to depreciable lives, valuation of real estate
and the recoverability of mortgage notes and trade accounts receivable.
Internal Software Costs: Any costs associated with modifying computer
software for the year 2000 are expensed as incurred. Management does not believe
future costs to be incurred will be material.
F-10
<PAGE> 65
NOTE B - MARKETABLE SECURITIES
The Trust has classified all investments in equity securities as
available-for-sale. All investments are recorded at current market value with an
offsetting adjustment to shareholders' equity (Amounts in Thousands).
<TABLE>
<CAPTION>
July 31, 1998 1997
- -------- ------ ------
<S> <C> <C>
Amortized cost/cost basis $ 974 $ 977
Unrealized holdings gains 813 1,057
------ ------
Fair value $1,787 $2,034
====== ======
</TABLE>
The net decrease in unrealized holding gains that has been included as
a separate component of shareholders' equity is $244 for 1998. The weighted
average method is used to determine realized gain or loss on securities sold.
The market value of marketable securities is based on quoted market prices as of
July 31, 1998 and 1997.
NOTE C - MORTGAGES & NOTES RECEIVABLE
Mortgages and Notes Receivable are collateralized principally by real
property and consist of the following (Amounts in Thousands):
<TABLE>
<CAPTION>
July 31, 1998 1997
------- -------
<S> <C> <C>
10% purchase money first mortgage, due August 31, 1998 $ 5,180 $ 5,180
9.38% purchase money first mortgage, due July 30, 1999 4,205 4,205
9.375% purchase money first mortgage, due July 27, 2002 -- 10,350
12% leasehold mortgage, due May 1, 2008 864 890
11.5% note, due April 30, 2004 212 237
8.75% purchase money first mortgage, due July 23, 1998 -- 795
9% purchase money first mortgage, due July 23, 2000 645 --
7.2% purchase money first mortgage, due May 9, 2001 750 750
8.75% purchase money first mortgage, due July 23, 2001 700 700
10% leasehold mortgage, due May 31, 2008 1,322 --
------- -------
$13,878 $23,107
======= =======
NOTE D - OTHER RECEIVABLES (Amounts in Thousands)
July 31, 1998 1997
- -------- ------- -------
Interest and dividends $ 266 $ 599
Notes receivable 46 338
Due from officers, trustees and employees (1) 655 497
Miscellaneous receivables 409 30
------- -------
$ 1,376 $ 1,464
======= =======
</TABLE>
(1) Amounts, which are interest bearing, are either due on demand or have
scheduled maturities.
F-11
<PAGE> 66
NOTE E - MORTGAGES AND CREDIT FACILITY
Mortgages are collateralized by real property with aggregate carrying
amounts of approximately $269.7 million before accumulated depreciation and
amortization. As of July 31, 1998, mortgages payable bear interest at rates
ranging from 3.79% to 10.75%, having a weighted average rate of 7.795% per annum
and mature from 1998 to 2008.
Scheduled principal payments during each of the next five fiscal years
and thereafter are approximately as follows (Amounts in Thousands):
<TABLE>
<CAPTION>
Year Ending July 31, Amount
- -------------------- ------
<S> <C>
1999 $ 4,240
2000 30,873
2001 9,562
2002 21,707
2003 18,470
Thereafter 29,247
--------
Total $114,099
========
</TABLE>
The Trust has an unsecured revolving credit facility which provides for
up to $50 million of debt through November, 1998. At July 31, 1998 there were no
amounts outstanding under this facility. At the time of borrowing, the Trust can
choose from three interest rate options. There are restrictive covenants that
place a ceiling on total indebtedness of 50% of total capital, a ceiling on
mortgage indebtedness of 40% of total capital, a ceiling on unsecured
indebtedness of 100% of undepreciated real estate assets, a minimum interest
coverage ratio of 2 to 1 and a minimum tangible net worth of $1,200,000,000.
The Trust has outstanding approximately $40,000 of letters of credit as
of July 31, 1998.
Interest costs capitalized for the years ended July 31, 1998, 1997, and
1996 were approximately $12,000, $868,000, and $203,000, respectively.
F-12
<PAGE> 67
NOTE F - NOTES PAYABLE
Notes Payable consists of the following (Amounts in Thousands):
<TABLE>
<CAPTION>
Description Face Amount Due Date 1998 1997
- ----------- ----------- -------- ---- ----
<S> <C> <C> <C> <C>
7.75% Senior notes,
effective interest rate 7.95%,
net of unamortized discount:
1998 - $1,019; 1997 - $1,132 $100,000 4/6/2005 $ 98,981 $ 98,868
6.80% Senior unsecured notes,
effective interest rate 6.87%,
net of unamortized
discount:
1998 - $192; 1997 - $234 81,000 5/15/2002 80,808 80,766
7.97% unsecured notes 10,000 8/14/2026 10,000 10,000
Variable rate unsecured notes 49,000 8/3/1999 49,000 49,000
Variable rate unsecured notes 10,000 8/3/1998 10,000 10,000
5.95% unsecured notes 49,000 11/2/2026 49,000 49,000
7.65% unsecured notes 25,000 11/2/2026 25,000 25,000
7.68% unsecured notes 20,000 11/2/2026 20,000 20,000
Variable rate unsecured notes 40,000 5/15/2000 40,000 40,000
7.35% unsecured notes 30,000 6/15/2007 30,000 30,000
6.9% unsecured notes 50,000 2/15/2028 50,000 --
-------- --------
Total $462,789 $412,634
======== ========
</TABLE>
The Notes are uncollateralized and subordinate to mortgages payable and
rank equally with debt under the revolving credit facility. Where applicable,
the discount is being amortized over the life of the respective Notes using the
effective interest method. Interest is payable semi-annually or quarterly and
the principal is due at maturity. Among other restrictive covenants, there is a
restrictive covenant that limits the amount of total indebtedness to 65% of
total assets. For the year ended July 31, 1998, $387,000 of amortized discount
and issuing costs were included in interest expense.
F-13
<PAGE> 68
NOTE G - OTHER LIABILITIES (Amounts in Thousands)
<TABLE>
<CAPTION>
July 31, 1998 1997
- -------- ----- ----
<S> <C> <C>
Accounts payable $ 3,362 $ 2,096
Taxes payable 10,523 9,289
Interest payable on notes 9,712 7,779
Amounts due seller of property 1,952 1,467
Professional and personnel costs 1,239 1,666
Accrued construction costs 4,789 4,872
Acquisition costs 1,120 1,884
Other 3,715 2,969
Deferred rent expense and rent received in advance 1,108 1,337
------- -------
$37,520 $33,359
======= =======
</TABLE>
NOTE H - SHAREHOLDERS' EQUITY
The Series A Cumulative Preferred Shares are redeemable at the option
of the Trust on or after June 15, 2007 at the liquidation preference of $500 a
share. The preferred shares pay dividends quarterly at the rate of 7.8% of the
liquidation preference per annum through September 15, 2012 and at the rate of
9.8% of the liquidation preference per annum thereafter. In connection with the
issuance of the Series A Cumulative Preferred Shares, 1,500,000 depositary
shares, each representing a 1/10 fractional interest in a share of cumulative
preferred, were sold to the public.
The Trust has the following stock option plans (the "Plans") pursuant
to which the Trust has granted (and in one instance, may continue to grant)
options to purchase Shares of Beneficial Interest of the Trust (the "Shares") to
officers, trustees and certain key employees of the Trust: (i) the 1985
Incentive Stock Option Plan (the "1985 Plan"), (ii) the March 1991 Stock Option
Plan (the "March 1991 Plan"), (iii) the Non-Qualified Stock Option Plan (the
"Non-Qualified Plan"), (iv) the 1991 Stock Option Plan (the "1991 Plan") and (v)
the 1997 Stock Option Plan (the "1997 Plan"). The exercise price of a Share
pursuant to each of the Plans is or was required (as the case may be) to be no
less than the fair market value of a Share on the date of grant. Under the 1985
Plan and the 1991 and 1997 Plans (with the exception of certain option grants of
10,000 Shares or more, as discussed below) and the Non-Qualified Plan, options
are exercisable 20% per year commencing one year from the date of grant. In the
case of certain option grants of 10,000 Shares or more under the 1991 Plan, such
option grants are exercisable 10% after the first anniversary of the date of
grant, 25% after the second anniversary of the date of grant, 45% after the
third anniversary of the date of grant, 70% after the fourth anniversary of the
date of grant and 100% after the fifth anniversary of the date of grant. In the
case of the March 1991 Plan, 30% of the options granted are exercisable on the
third anniversary of the date of grant and, thereafter, an additional 10% of the
granted options are exercisable on a yearly basis. Future option grants can be
made only under the 1991 and 1997 Plans.
F-14
<PAGE> 69
The following table shows the activity and balances for each stock
option plan during the fiscal years indicated.
<TABLE>
<CAPTION>
Non- March
1985 Qualified 1991 1991 1997
Options Plan Plan Plan Plan Plan
- ------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Outstanding July 31, 1995 351,600 5,000 1,300,000 422,250
Exercised (5,000) -- -- (4,000)
Canceled (800) -- -- (20,500)
Granted 3,200 -- -- 31,300
---------- ---------- ---------- ----------
Outstanding July 31, 1996 349,000 5,000 1,300,000 429,050
Exercised (72,700) -- -- (42,100)
Canceled -- -- -- (26,800)
Granted -- -- -- 571,750
---------- ---------- ---------- ----------
Outstanding July 31, 1997 276,300 5,000 1,300,000 931,900
Exercised (96,515) -- -- (78,300)
Canceled (26,085) -- -- (85,350) (101,250)
Granted -- -- 41,500 1,408,750
---------- ---------- ---------- ---------- ---------
Outstanding July 31, 1998 153,700 5,000 1,300,000 809,750 1,307,500
========== ========== ========== ========== =========
Options exercisable at July 31, 1998
- ------------------------------------
Average outstanding option
price, which was the market
price of the shares on
the dates of grant $ 22.43 $ 21.88 $ 18.88 $ 21.86 $ 24.13
Average price of options
exercised during 1998 $ 20.60 -- -- $ 21.16 --
</TABLE>
The Trust has adopted the disclosure-only provision of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). Accordingly, no compensation expense has been
recognized for the options described above which were granted on or after August
1, 1995. Had compensation cost for these options been determined based on the
fair value on the grant date consistent with the provisions of SFAS 123, the
Trust's net earnings and earnings per share of beneficial interest would have
been changed to the pro forma amounts shown below.
These pro forma adjustments to net income and net income per common
share assume fair values of each option grant estimated using the Black-Scholes
option pricing formula. The more significant assumptions underlying the
determination of such fair values for options granted during 1998, 1997 and 1996
include: (i) weighted average risk-free interest rates of 5.87%, 6.66% and 6.4%,
respectively; (ii) weighted average expected option lives of 6.5 years, 6.3
years and 6.3 years, respectively; (iii) an expected volatility of 18.25%, 19.3%
and 15.79%, respectively, and (iv) an expected dividend yield of 6.14%, 6.12%
and 6.12%, respectively. The per share weighted average fair value at the dates
of grant for options awarded during 1998, 1997 and 1996 was $2.78, $3.10 and
$2.83, respectively.
F-15
<PAGE> 70
<TABLE>
<CAPTION>
Net Income Per Share of Beneficial Interest
Net Income -------------------------------------------
(in thousands) Basic Diluted
<S> <C> <C> <C>
Year ended July 31, 1998 $ 83,904 $1.41 $1.41
Year ended July 31, 1997 76,465 1.31 1.30
Year ended July 31, 1996 70,510 1.25 1.25
</TABLE>
The Trust has a Dividend Reinvestment and Share Purchase Plan (the
"Plan") whereby shareholders may invest cash distributions and make optional
cash payments to purchase Shares of the Trust without payment of any brokerage
commission or service charge. The price per share of the additional shares to be
purchased with invested cash distributions is the midpoint between the day's
high and low sales prices on the New York Stock Exchange, less 5%.
The Trust has made loans to officers, trustees and employees primarily
for the purpose of purchasing its Shares. These loans are demand and term notes
bearing interest at rates ranging from 5% to 9.75%. Interest is payable
quarterly.
F-16
<PAGE> 71
NOTE I - NET INCOME PER SHARE OF BENEFICIAL INTEREST
On January 31, 1998 the Trust adopted Financial Accounting Standard No.
128 "Earnings Per Share". All per share data has been restated to conform to the
provisions of FAS 128.
The following table sets forth the computation of average shares
outstanding and basic earnings and diluted earnings per share (Amounts in
Thousands, Except Per Share Amounts):
<TABLE>
<CAPTION>
Year Ended July 31,
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Numerators
- ----------
Net Income $ 90,573 $ 77,037 $ 70,521
Less preferred stock dividend requirement (5,850) (461) --
-------- -------- --------
Net income available to shares of beneficial
interest $ 84,723 $ 76,576 $ 70,521
======== ======== ========
Denominators
- ------------
Weighted average shares outstanding for
Basic EPS 59,365 58,461 56,484
Effects of Dilutive Securities - Options 409 274 158
-------- -------- --------
Adjusted Weighted Average Shares
Outstanding - For Diluted EPS 59,774 58,735 56,642
======== ======== ========
Basic EPS $ 1.43 $ 1.31 $ 1.25
Diluted EPS $ 1.42 $ 1.30 $ 1.25
</TABLE>
NOTE J - LEASE AGREEMENTS
The Trust has entered into leases, as lessee, in connection with ground
leases for shopping centers which it operates, an office building which it
sublets and administrative office space for the Trust. These leases are
accounted for as operating leases. The minimum annual rental commitments during
the next five fiscal years and thereafter are approximately as follows (Amounts
in Thousands):
<TABLE>
<CAPTION>
Year Ending July 31, Amount
- -------------------- ------
<S> <C>
1999 $ 1,093
2000 1,074
2001 1,070
2002 1,109
2003 1,140
Thereafter 19,237
-------
Total $24,723
=======
</TABLE>
F-17
<PAGE> 72
For the years ended July 31, 1998 and 1996, the lease for office space
included contingent rentals for real estate tax escalations and operating
expense in the amount of $10,000 and $100,000, respectively. There were no
contingent rentals for the year ended July 31, 1997. In addition, ground leases
provide for fixed rent escalations and renewal options.
NOTE K - RENTAL INCOME UNDER OPERATING LEASES
Minimum future rentals to be received during the next five fiscal years
and thereafter with initial or remaining noncancellable lease terms in excess of
one year are approximately as follows (Amounts in Thousands):
<TABLE>
<CAPTION>
Year Ending July 31, Amount
- -------------------- ------
<S> <C>
1999 $128,162
2000 111,972
2001 94,189
2002 80,958
2003 67,270
Thereafter 372,028
--------
Total $854,579
========
</TABLE>
The above table 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 volume accounted for under EITF 98-9 (See Summary of Significant
Accounting Policies), increases in Consumer Price Indices, common area
maintenance charges and real estate tax reimbursements. Contingent rentals
included in income for the years ended July 31, 1998, 1997 and 1996 amounted to
approximately $34,421,000, $28,933,000 and $26,173,000, respectively.
NOTE L - PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The Trust acquired 14 shopping centers and five apartment complexes
during the year ended July 31, 1998. The aggregate acquisition cost of these
properties included existing mortgages and $105 million in cash. In addition,
the Trust completed the merger with Excel Realty Trust during September, 1998
(See Note Q). The pro forma financial information for the years ended July 31,
1998 and 1997 shown below is based on the historical statements of the Trust
after giving effect to the aforementioned acquisition of 19 properties and the
merger with Excel Realty Trust as if such acquisitions took place on August 1,
1997 and 1996, respectively.
F-18
<PAGE> 73
The purchase price allocations related to the Excel merger are
preliminary and are subject to adjustment based on the results of the various
appraisals and analyses of fair values.
The pro forma financial information is presented for informational
purposes only and may not be indicative of results that would have actually
occurred had the acquisitions taken place at the dates indicated or of what may
occur in the future. (Amounts in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Year Ended July 31, 1998 1997
- ------------------- ---- ----
<S> <C> <C>
Pro forma total revenues $ 411,737 $ 392,259
Pro forma net income $ 153,857 $ 141,692
Pro forma net income per share
of beneficial interest
Basic $ 1.52 $ 1.41
Diluted $ 1.49 $ 1.38
</TABLE>
NOTE M - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Amounts in Thousands,
Except Per Share Data)
<TABLE>
<CAPTION> Earnings Per Share
Net ----------------------
Year Ended July 31, Revenue Income Basic Diluted
1998
- ----
<S> <C> <C> <C> <C>
First $59,507 $21,537 $ .34 $ .34
Second 61,845 22,525 .36 .35
Third 63,481 22,899 .36 .36
Fourth 65,426 23,612 .37 .37
1997
- ----
First $47,783 $19,076 $ .33 $ .33
Second 51,147 19,092 .33 .32
Third 52,066 19,088 .32 .32
Fourth 55,825 19,781 .33 .33
</TABLE>
F-19
<PAGE> 74
NOTE N - SUPPLEMENTAL CASH FLOW INFORMATION
The Trust entered into the following non-cash investing and financing
activities (Amounts in Thousands):
<TABLE>
<CAPTION>
Year Ended July 31, 1998 1997 1996
- ------------------- ---- ---- ----
<S> <C> <C> <C>
Mortgages payable assumed in the acquisition of properties $51,900 $17,500 $32,538
Mortgages receivable in connection with the sale of properties $ -- $ 700 $ 1,545
</TABLE>
State and local income taxes paid for the year ended July 31, 1998 and
1997 were $156,000 and $872,000, respectively. There were no state and local
taxes paid by the Trust for fiscal 1996. Interest paid for the years ended July
31, 1998, 1997 and 1996 was $34,876,000, $24,642,000 and $17,085,000,
respectively.
NOTE O - RETIREMENT SAVINGS PLAN
The Trust has a Retirement Savings Plan (the "Savings Plan").
Participants in the Savings Plan may elect to contribute a portion of their
earnings to the Savings Plan and the Trust may, at the discretion of the Board
of Trustees, make a voluntary contribution to the Savings Plan. For the years
ended July 31, 1998, 1997 and 1996, the Trust's expense for the Savings Plan was
$317,000, $250,000 and $228,000, respectively.
NOTE P - FINANCIAL INSTRUMENTS
The estimated fair values of the Trust's financial instruments are as
follows (Amounts in Thousands):
<TABLE>
<CAPTION>
At July 31, 1998 1997
- ----------- ---- ----
Corre-
Carrying Fair Carrying Fair sponding
Amounts Value Amounts Value Footnote
------- ----- ------- ----- --------
<S> <C> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $ 26,284 $ 26,284 $ 42,781 $ 42,781 A
Marketable securities 1,787 1,787 2,034 2,034 B
Mortgages and notes receivable 13,875 14,100 23,107 24,200 C
Other receivables 1,376 1,376 1,464 1,464 D
Liabilities:
Mortgages payable 114,099 115,700 65,573 67,500 E
Notes payable 462,789 501,800 412,634 429,200 F
Other liabilities 37,520 37,520 35,359 35,359 G
</TABLE>
F-20
<PAGE> 75
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable:
Cash and cash equivalents and other receivables and payables: The
carrying amount approximates fair value because of the short maturity of those
instruments.
Marketable securities: Fair value is based on quoted market prices.
Mortgages and Notes receivable: The fair value is estimated based on
discounting the future cash flows at a year-end risk adjusted lending rate that
the Trust would utilize for loans of similar risk and duration.
Mortgages payable and Notes payable: The fair value is estimated based
on discounting future cash flows at a year-end adjusted borrowing rate which
reflects the risks associated with mortgages and notes of similar risk and
duration.
NOTE Q - SUBSEQUENT EVENTS
Subsequent to July 31, 1998 the Trust purchased an apartment complex
containing 278 units and a single tenant retail property containing
approximately 34,000 gross leasable square feet. The properties are located in
North Carolina and Pennsylvania. The aggregate purchase price for such
properties was approximately $14.2 million.
On August 11, 1998 the Trustees declared a cash distribution to
shareholders of record of the shares of beneficial interest as of September 1,
1998 in the amount of $.375 per share (approximately $22.5 million) payable on
September 11, 1998.
On August 11, 1998 the Trustees declared a cash distribution to
shareholders of record of the Series A Cumulative Preferred Shares as of
September 1, 1998 in the amount of $9.75 per share ($.975 per depositary share,
approximately $1.5 million) payable on September 15, 1998.
On September 25, 1998, New Plan Realty Trust, a Massachusetts business
trust (the "Trust"), Excel Realty Trust, Inc., a Maryland corporation ("Excel"),
and ERT Merger Sub, Inc., a Maryland corporation and a wholly-owned subsidiary
of Excel ("Sub"), voted to accept an Agreement and Plan of Merger dated as of
May 14, 1998, as amended as of August 7, 1998, providing for the merger of the
Sub with and into the Trust and the Trust surviving as a wholly-owned subsidiary
of Excel. Subsequently Excel declared a 20% stock dividend and then issued one
share of Excel for each of the Trust's outstanding shares of beneficial
interest. Immediately following the consummation of the merger, Excel, which was
renamed New Plan Excel Realty Trust, Inc. ("New Plan Excel"), had approximately
88 million common shares outstanding. Holders of the Trust's shares upon
consummation of the merger hold approximately 65% of the outstanding common
stock of New Plan Excel. The Board of Directors of New Plan Excel consists of
the nine (9) current members of the Trust's Board and six (6) members currently
on Excel's Board. The dividend policy of New Plan Excel for the first year
following the merger is $1.60 per share with anticipated minimum increases of
$0.0025 per share per quarter until the current quarterly dividend (expressed as
an annual rate) is $1.67 per share.
F-21
<PAGE> 76
Holders of the Trust's Series A Cumulative Step Up Premium Rate
Preferred Shares received an equal amount of Excel's Series D Cumulative Voting
Step Up Premium Rate Preferred Stock ("Excel Series D Preferred Stock") with
substantially identical terms, except that holders of the Excel Series D
Preferred Stock will have the right to vote with the holders of the common stock
of New Plan Excel on all matters and for two additional directors of New Plan
Excel if the distributions on the Excel Series D Preferred Stock are in arrears
for six or more quarterly periods.
The merger will, for financial accounting purposes, be accounted for as
an acquisition of Excel by New Plan using the purchase method of accounting. The
transaction was completed on September 28, 1998.
Subsequent to July 31, 1998, the Trust drew down the entire $50 million
from its $50 million unsecured line of credit with The Bank of New York, Bank
Hapoalim B.M. and Fleet National Bank.
F-22
<PAGE> 77
NEW PLAN REALTY TRUST AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Amounts in Thousands)
SCHEDULE II
<TABLE>
<CAPTION>
Additions
---------
Balance at Charged to Credited Balance
Beginning Costs and to Other at End
Description of Period Expenses Revenues Deductions of Period
- ----------- --------- -------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Year Ended
July 31, 1998
- -------------
Allowance for
doubtful accounts $ 5,581 $ 4,171 -- $ 1,826(1) $ 7,926
Year Ended
July 31, 1997
- -------------
Allowance for
doubtful accounts $ 3,977 $ 3,283 -- $ 1,679(1) $ 5,581
Year Ended
July 31, 1996
- -------------
Allowance for
doubtful accounts $ 2,923 $ 1,967 -- $ 913(1) $ 3,976
</TABLE>
(1) Trade receivables charged to the reserve.
F-23
<PAGE> 78
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Apartments
**************************
BRECKENRIDGE APARTMENTS 604,487 2,411,462 211,564
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,477,301 351,854
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 4,982,914 1,184,826
BIRMINGHAM AL
THE CLUB APARTMENTS 6,145,000 1,709,558 6,838,233 350,580
BIRMINGHAM AL
HILLCREST APARTMENTS 1,252,632 251,734 3,325,604 25,855
MOBILE AL
KNOLLWOOD APARTMENTS 6,147,218 4,352,001 16,926,403 28,449
MOBILE AL
TS 4,625,000 1,971,014 7,897,056 138,225
MOBILE AL
MAISON IMPERIAL APTS 1,750,000 672,368 2,702,471 55,389
MOBILE AL
PLANTATION APARTMENTS 1,000,000 410,866 1,653,465 26,803
MOBILE AL
MAYFAIR APARTMENTS 240,000 962,217 490,342
DOVER DE
RODNEY APARTMENTS 769,188 1,612,614 1,272,052
DOVER DE
CHARTER PT. APARTMENTS 5,373,859 1,501,146 9,049,327 17,437
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS 833,000 1,822,039 2,650,479
LAKE PARK FL
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G
- --------- ------------------------------------ ------------ ----------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Building & Accumulated Date of
Description Land Improvements Total(1) Depreciation Construction
- ----------- -------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Apartments
*************************
BRECKENRIDGE APARTMENTS 604,487 2,623,026 3,227,513 447,169 1979
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,829,155 5,948,475 652,608 1969
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 6,167,740 7,413,468 1,029,021 1971
BIRMINGHAM AL
THE CLUB APARTMENTS 1,709,558 7,188,813 8,898,371 599,178 1969-1974
BIRMINGHAM AL
HILLCREST APARTMENTS 251,734 3,351,459 3,603,193 88,244 1977
MOBILE AL
KNOLLWOOD APARTMENTS 4,352,001 16,954,852 21,306,853 482,144 1978-1982
MOBILE AL
TS 1,971,014 8,035,281 10,006,295 399,180 1963,71-73
MOBILE AL
MAISON IMPERIAL APTS 672,368 2,757,860 3,430,228 139,584 1969-1973
MOBILE AL
PLANTATION APARTMENTS 410,866 1,680,268 2,091,134 88,716 1977
MOBILE AL
MAYFAIR APARTMENTS 240,000 1,452,559 1,692,559 749,911 1971
DOVER DE
RODNEY APARTMENTS 769,188 2,884,666 3,653,854 2,326,928 1963-1965
DOVER DE
CHARTER PT. APARTMENTS 1,501,146 9,066,764 10,567,910 66,946 1973
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS 833,000 4,472,518 5,305,518 2,417,266 1965
LAKE PARK FL
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN H COLUMN I
- --------- -------- --------
Life on Which
Depreciated
Date in Latest
Description Acquired Income Stmt.
- ----------- -------- -------------
<S> <C> <C>
Apartments
*************************
BRECKENRIDGE APARTMENTS Feb 92 40 Years
BIRMINGHAM AL
COURTS AT WILDWOOD Jul 93 40 Years
BIRMINGHAM AL
DEVONSHIRE PLACE Feb 92 40 Years
BIRMINGHAM AL
THE CLUB APARTMENTS May 95 40 Years
BIRMINGHAM AL
HILLCREST APARTMENTS Jun 97 40 Years
MOBILE AL
KNOLLWOOD APARTMENTS May 97 40 Years
MOBILE AL
TS Jul 96 40 Years
MOBILE AL
MAISON IMPERIAL APTS Jul 96 40 Years
MOBILE AL
PLANTATION APARTMENTS Jul 96 40 Years
MOBILE AL
MAYFAIR APARTMENTS Jan 81 40 Years
DOVER DE
RODNEY APARTMENTS Jan 69 40 Years
DOVER DE
CHARTER PT. APARTMENTS Apr 98 40 Years
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS Feb 76 40 Years
LAKE PARK FL
</TABLE>
F-24
<PAGE> 79
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Apartments
**************************
CAMBRIDGE APARTMENTS 878,593 3,514,373 72,464
ATHENS GA
TARA APARTMENTS 3,434,946 1,192,545 4,792,179 103,605
ATHENS GA
REGENCY CLUB APARTMENTS 1,179,910 4,719,639 201,407
EVANSVILLE IN
FOREST HILLS APARTMENTS 714,761 8,197,499 54,908
INDIANAPOLIS IN
HAWTHORNE HEIGHTS APTS 1,669,304 6,698,215 248,741
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 518,646 2,075,236 721,454
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 7,756,655 389,580
LEXINGTON KY
CHARLESTOWN @ 1,306,230 5,231,914 345,503
DOUGLASS HILLS
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 4,706,200 809,838
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,139,174 108,346
LOUISVILLE KY
RIVERCHASE APARTMENTS 807,302 3,229,206 63,025
NEWPORT KY
FORESTWOOD APARTMENTS 2,070,811 8,283,242 127,884
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 3,906,900 15,627,597 100,352
BATON ROUGE LA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
CAMBRIDGE APARTMENTS 878,593 3,586,837 4,465,430 204,009 1972,1982 May 96 40 Years
ATHENS GA
TARA APARTMENTS 1,192,545 4,895,784 6,088,329 266,884 1970 Jun 96 40 Years
ATHENS GA
REGENCY CLUB APARTMENTS 1,179,910 4,921,046 6,100,956 221,172 1980 Sep 96 40 Years
EVANSVILLE IN
FOREST HILLS APARTMENTS 714,761 8,252,407 8,967,168 163,617 1974 Oct 97 40 Years
INDIANAPOLIS IN
HAWTHORNE HEIGHTS APTS 1,669,304 6,946,956 8,616,260 371,847 1965 Jun 96 40 Years
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 518,646 2,796,690 3,315,336 638,656 1967 Sep 91 40 Years
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 8,146,235 10,085,399 705,474 1969 May 95 40 Years
LEXINGTON KY
CHARLESTOWN @ 1,306,230 5,577,417 6,883,647 712,704 1974 Sep 93 40 Years
DOUGLASS HILLS
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 5,516,038 6,692,588 890,671 1970 Jul 92 40 Years
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,247,520 1,532,313 250,136 1974 Jan 91 40 Years
LOUISVILLE KY
RIVERCHASE APARTMENTS 807,302 3,292,231 4,099,533 152,358 1968 Aug 96 40 Years
NEWPORT KY
FORESTWOOD APARTMENTS 2,070,811 8,411,126 0,481,937 349,477 1985 Oct 96 40 Years
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 3,906,900 15,727,949 9,634,849 677,990 1978-1979 Oct 96 40 Years
BATON ROUGE LA
</TABLE>
F-25
<PAGE> 80
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Apartments
**************************
WILLOW BEND LAKE APARTMENTS 2,930,484 11,721,937 76,028
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 1,292,778 5,171,112 288,935
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 1,435,783 5,726,132 33,295
CARY NC
MEADOW EAST APARTMENTS 86,407 1,467,282 496,433
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,678,762
ROME NY
NORTHGATE APARTMENTS 7,600,561 1,513,498 9,297,201
COLUMBUS OH
SPRING CREEK APARTMENTS 1,455,271 9,082,352 52,091
COLUMBUS OH
ARLINGTON VILLAGE 1,065,284 4,269,138 158,123
APARTMENTS
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,449,156 367,781
MAUMEE OH
EASTGREEN ON COMMONS 6,075,476 1,142,888 7,648,557 23,801
APARTMENTS
REYNOLDSBURG OH
GOLDCREST APARTMENTS 1,133,355 4,533,416 77,724
SHARONVILLE OH
CAMBRIDGE PARK APTS 1,223,582 4,894,326 92,123
UNION TWP-CINN OH
GOVERNOUR'S PLACE 626,807 2,507,226 106,187
APARTMENTS
HARRISBURG PA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
WILLOW BEND LAKE APARTMENTS 2,930,484 11,797,965 14,728,449 484,561 1986 Oct 96 40 Years
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 1,292,778 5,460,047 6,752,825 436,193 1974 Jul 95 40 Years
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 1,435,783 5,759,427 7,195,210 126,292 1978 Aug 97 40 Years
CARY NC
MEADOW EAST APARTMENTS 86,407 1,963,715 2,050,122 731,727 1964-1971 Sep 83 40 Years
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 2,814,422 2,977,657 1,219,879 1947 Nov 85 40 Years
ROME NY
NORTHGATE APARTMENTS 1,513,498 9,297,201 10,810,699 58,108 1970 Jul 98 40 Years
COLUMBUS OH
SPRING CREEK APARTMENTS 1,455,271 9,134,443 10,589,714 239,417 1985 Jun 97 40 Years
COLUMBUS OH
ARLINGTON VILLAGE 1,065,284 4,427,261 5,492,545 452,049 1966 Aug 94 40 Years
APARTMENTS
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,816,937 1,996,046 336,028 1979-1984 Feb 91 40 Years
MAUMEE OH
EASTGREEN ON COMMONS 1,142,888 7,672,358 8,815,246 89,830 1971,1982 Jan 98 40 Years
APARTMENTS
REYNOLDSBURG OH
GOLDCREST APARTMENTS 1,133,355 4,611,140 5,744,495 210,758 1968 Aug 96 40 Years
SHARONVILLE OH
CAMBRIDGE PARK APTS 1,223,582 4,986,449 6,210,031 229,912 1973 Aug 96 40 Years
UNION TWP-CINN OH
GOVERNOUR'S PLACE 626,807 2,613,413 3,240,220 219,724 1974 Apr 95 40 Years
APARTMENTS
HARRISBURG PA
</TABLE>
F-26
<PAGE> 81
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Apartments
**************************
HARBOUR LANDING APARTMENTS 1,141,954 4,567,815 146,395
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,211,936 231,178
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 3,954,261 50,303
GREENVILLE SC
HICKORY LAKE APARTMENTS 1,369,251 5,483,004 758,285
ANTIOCH TN
COURTS @ WATERFORD PLACE 9,600,000 2,745,404 10,982,373 168,766
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 1,150,270 4,611,080 631,019
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,230,420 123,756
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,437,602 85,393
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,679,074 114,819
CLARKSVILLE TN
LANDMARK ESTATES 476,624 1,906,284 89,241
APARTMENTS
EAST RIDGE TN
MILLER CREST APARTMENTS 747,155 3,025,619 69,084
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,312,383 5,269,532 87,328
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,587,313 97,521
NASHVILLE TN
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
HARBOUR LANDING APARTMENTS 1,141,954 4,714,210 5,856,164 354,188 1974 Sep 95 40 Years
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,443,114 7,993,848 673,188 1972,74,79 Jul 94 40 Years
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 4,004,564 4,989,129 216,688 1976 Jun 96 40 Years
GREENVILLE SC
HICKORY LAKE APARTMENTS 1,369,251 6,241,289 7,610,540 774,150 1974 Dec 93 40 Years
ANTIOCH TN
COURTS @ WATERFORD PLACE 2,745,404 11,151,139 13,896,543 459,186 1988,89 Dec 96 40 Years
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 1,150,270 5,242,099 6,392,369 673,452 1972-1974 Oct 93 40 Years
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,354,176 4,160,531 349,428 1982 Jul 94 40 Years
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,522,995 6,881,395 561,890 1989 Jul 94 40 Years
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,793,893 4,712,662 393,198 1986 Jul 94 40 Years
CLARKSVILLE TN
LANDMARK ESTATES 476,624 1,995,525 2,472,149 94,406 1971 Aug 96 40 Years
APARTMENTS
EAST RIDGE TN
MILLER CREST APARTMENTS 747,155 3,094,703 3,841,858 168,372 1973 Jun 96 40 Years
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,312,383 5,356,860 6,669,243 299,497 1980 May 96 40 Years
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,684,834 9,581,662 447,411 1979 Apr 96 40 Years
NASHVILLE TN
</TABLE>
F-27
<PAGE> 82
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Apartments
**************************
WOODBRIDGE APARTMENTS 1,594,214 6,376,854 88,123
NASHVILLE TN
Factory Outlets
**************************
FACTORY MERCHANTS BARSTOW 9,577,791 5,730,337 22,936,349 12,941,013
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 55,716 4,488,742 14,426,139 10,139,135
ST AUGUSTINE FL
FACTORY MERCHANTS BRANSON 17,669 22,312,120 11,777,940
BRANSON MO
FACTORY OUTLET VILLAGE 6,978,714 27,259,675 7,538,916
OSAGE BEACH
OSAGE BEACH MO
SIX FLAGS FACTORY OUTLET 889,214 147,452 22,942,336
JACKSON NJ
FACTORY MERCHANTS 411,023 1,644,017 1,004,759
FT CHISWELL
MAX MEADOWS VA
Miscellaneous
**************************
PIZZA HUT - PAD 40,065 225,958
GREENVILLE NC
HARDEES - PAD 400,000
HANOVER PA
PIZZA HUT - PAD 427,500
HARRISONBURG VA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
WOODBRIDGE APARTMENTS 1,594,214 6,464,977 8,059,191 296,054 1980 Aug 96 40 Years
NASHVILLE TN
Factory Outlets
**************************
FACTORY MERCHANTS BARSTOW 5,730,337 35,877,362 41,607,699 4,340,567 1989 Nov 93 40 Years
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 4,488,742 24,565,274 29,054,016 4,026,008 1991 Mar 92 40 Years
ST AUGUSTINE FL
FACTORY MERCHANTS BRANSON 17,669 34,090,060 34,107,729 3,987,908 1988 Nov 93 40 Years
BRANSON MO
FACTORY OUTLET VILLAGE 6,978,714 34,798,591 41,777,305 4,857,237 1987 Jan 93 40 Years
OSAGE BEACH
OSAGE BEACH MO
SIX FLAGS FACTORY OUTLET 889,214 23,089,788 23,979,002 738,180 1997 Apr 97 40 Years
JACKSON NJ
FACTORY MERCHANTS 411,023 2,648,776 3,059,799 901,677 1989 Nov 93 40 Years
FT CHISWELL
MAX MEADOWS VA
Miscellaneous
**************************
PIZZA HUT - PAD 40,065 225,958 266,023 90,362 1973 May 86 35 Years
GREENVILLE NC
HARDEES - PAD 400,000 400,000 10,417 1971 Jul 97 35 Years
HANOVER PA
PIZZA HUT - PAD 427,500 427,500 24,429 1969 Jul 96 35 Years
HARRISONBURG VA
</TABLE>
F-28
<PAGE> 83
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Office Building
**************************
INSTITUTE FOR DEFENSE
ANALYSIS 1,389,460
PRINCETON NJ
Shopping Centers
**************************
CLOVERDALE VILLAGE 634,152 2,536,606 7,304
FLORENCE AL
DOVERAMA @ RODNEY VILLAGE 50,755 311,781
DOVER DE
RODNEY VILLAGE 1,202,551 2,082,918 2,295,395
DOVER DE
REGENCY PARK SHOPPING CENTER 3,888,425 15,553,501 36,703
JACKSONVILLE FL
SOUTHGATE SHOPPING CENTER 4,253,341 3,981,290 1,950
NEW PORT RICHIE FL
PRESIDENTIAL PLAZA 1,312,956 2,456,917 113,551
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 437,485 812,473 3,377
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 4,171,327 2,524,647 3,504,446
ORLANDO FL
RIVERWOOD SHOPPING CENTER 2,243,023 1,500,580 8,960
PORT ORANGE FL
SEMINOLE PLAZA 2,128,480 2,215,356
SEMINOLE FL
RUTLAND PLAZA 1,443,294 5,773,175 88,646
ST PETERSBURG FL
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Office Building
**************************
INSTITUTE FOR DEFENSE
ANALYSIS 1,389,460 1,389,460 693,669 1982 May 74 35 Years
PRINCETON NJ
Shopping Centers
**************************
CLOVERDALE VILLAGE 634,152 2,543,910 3,178,062 241,734 1986 Oct 94 40 Years
FLORENCE AL
DOVERAMA @ RODNEY VILLAGE 50,755 311,781 362,536 75,700 1969 Oct 88 40 Years
DOVER DE
RODNEY VILLAGE 1,202,551 4,378,313 5,580,864 3,237,674 1959 Jan 69 40 Years
DOVER DE
REGENCY PARK SHOPPING CENTER 3,888,425 15,590,204 19,478,629 411,152 1985 Jun 97 40 Years
JACKSONVILLE FL
SOUTHGATE SHOPPING CENTER 4,253,341 3,983,240 8,236,581 78,998 1966 Aug 97 40 Years
NEW PORT RICHIE FL
PRESIDENTIAL PLAZA 1,312,956 2,570,468 3,883,424 82,651 1977 Apr 97 40 Years
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 437,485 815,850 1,253,335 26,370 1977 Apr 97 40 Years
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 2,524,647 3,504,446 6,029,093 25,553 1979,86 Apr 98 40 Years
ORLANDO FL
RIVERWOOD SHOPPING CENTER 2,243,023 1,509,540 3,752,563 32,791 1984,1996 Sep 97 40 Years
PORT ORANGE FL
SEMINOLE PLAZA 2,128,480 2,215,356 4,343,836 13,846 1964 Jun 98 40 Years
SEMINOLE FL
RUTLAND PLAZA 1,443,294 5,861,821 7,305,115 249,846 1964 Nov 96 40 Years
ST PETERSBURG FL
</TABLE>
F-29
<PAGE> 84
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
************************
ALBANY PLAZA 696,447 2,799,786 122,783
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 970,811 102,591
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,036,331 103,054
AMERICUS GA
PERLIS PLAZA 774,966 5,301,644 561,117
AMERICUS GA
ROGERS PLAZA 291,014 688,590 110,593
ASHBURN GA
SWEETWATER VILLAGE 707,938 2,831,750 13,405
AUSTELL GA
CEDAR PLAZA 928,302 3,713,207 49,995
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 745,006 3,266,424 84,289
CEDARTOWN GA
CORDELE SQUARE 864,335 3,457,337 399,943
CORDELE GA
MR B'S 166,047 154,140 7,880
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 958,998 74,318
CORDELE GA
HABERSHAM VILLAGE 1,301,643 4,340,422 725,184
CORNELIA GA
MIDWAY VILLAGE
SHOPPING CENTER 1,553,580 2,887,506 31,108
DOUGLASVILLE GA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
************************
ALBANY PLAZA 696,447 2,922,569 3,619,016 304,353 1968 May 94 40 Years
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 1,073,402 1,304,919 198,323 1969 Jul 90 40 Years
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,139,385 1,361,022 211,408 1980 Jul 90 40 Years
AMERICUS GA
PERLIS PLAZA 774,966 5,862,761 6,637,727 1,174,057 1972 Jul 90 40 Years
AMERICUS GA
ROGERS PLAZA 291,014 799,183 1,090,197 177,894 1974 Jul 90 40 Years
ASHBURN GA
SWEETWATER VILLAGE 707,938 2,845,155 3,553,093 269,237 1985 Oct 94 40 Years
AUSTELL GA
CEDAR PLAZA 928,302 3,763,202 4,691,504 355,948 1994 Oct 94 40 Years
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 745,006 3,350,713 4,095,719 300,530 1989 Jan 95 40 Years
CEDARTOWN GA
CORDELE SQUARE 864,335 3,857,280 4,721,615 791,121 1968 Jul 90 40 Years
CORDELE GA
MR B'S 166,047 162,020 328,067 32,548 1968 Jul 90 40 Years
CORDELE GA
SOUTHGATE PLAZA - CORDELE 202,682 1,033,316 1,235,998 196,630 1969 Jul 90 40 Years
CORDELE GA
HABERSHAM VILLAGE 1,301,643 5,065,606 6,367,249 31,598 1985 May 92 40 Years
CORNELIA GA
MIDWAY VILLAGE
SHOPPING CENTER 1,553,580 2,918,614 4,472,194 81,590 1989 May 97 40 Years
DOUGLASVILLE GA
</TABLE>
F-30
<PAGE> 85
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
WESTGATE - DUBLIN 699,174 5,834,809 141,238
DUBLIN GA
NEW CHASTAIN CORNERS
SHOPPING CENTER 2,457,446 5,741,641 37,736
MARIETTA GA
VILLAGE AT SOUTHLAKE 1,754,798 3,056,077
MORROW GA
CREEKWOOD SHOPPING CENTER 1,160,203 3,482,609 (1)
REX GA
EISENHOWER SQUARE
SHOPPING CENTER 1,029,500 4,117,700 80,445
SAVANNAH GA
VICTORY SQUARE 1,206,181 4,824,725 117,844
SAVANNAH GA
TIFT-TOWN 271,444 1,325,238 271,359
TIFTON GA
WESTGATE - TIFTON 156,269 304,704 963
TIFTON GA
HAYMARKET MALL 1,230,252 5,031,799 119,315
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,224,688 373,934
DES MOINES IA
SOUTHFIELD PLAZA
SHOPPING CENTER 3,188,496 3,897,167 2,164,858
BRIDGEVIEW IL
WESTRIDGE COURT
SHOPPING CENTER 9,815,696 39,261,783 363,493
NAPERVILLE IL
TINLEY PARK PLAZA 2,607,702 10,430,808 266,686
TINLEY PARK IL
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
WESTGATE - DUBLIN 699,174 5,976,047 6,675,221 1,185,069 1974 Jul 90 40 Years
DUBLIN GA
NEW CHASTAIN CORNERS
SHOPPING CENTER 2,457,446 5,779,377 8,236,823 149,371 1990 Jul 97 40 Years
MARIETTA GA
VILLAGE AT SOUTHLAKE 1,754,798 3,056,077 4,810,875 22,284 1983 Apr 98 40 Years
MORROW GA
CREEKWOOD SHOPPING CENTER 1,160,203 3,482,608 4,642,811 97,865 1990 May 97 40 Years
REX GA
EISENHOWER SQUARE
SHOPPING CENTER 1,029,500 4,198,145 5,227,645 109,996 1985 Jul 97 40 Years
SAVANNAH GA
VICTORY SQUARE 1,206,181 4,942,569 6,148,750 742,729 1986 Jul 92 40 Years
SAVANNAH GA
TIFT-TOWN 271,444 1,596,597 1,868,041 300,592 1965 Jul 90 40 Years
TIFTON GA
WESTGATE - TIFTON 156,269 305,667 461,936 61,303 1980 Jul 90 40 Years
TIFTON GA
HAYMARKET MALL 1,230,252 5,151,114 6,381,366 406,404 1968-1979 May 95 40 Years
DES MOINES IA
HAYMARKET SQUARE 2,056,172 8,598,622 10,654,794 682,356 1971-1979 May 95 40 Years
DES MOINES IA
SOUTHFIELD PLAZA
SHOPPING CENTER 3,188,496 6,062,025 9,250,521 258,889 1958,72 Dec 96 40 Years
BRIDGEVIEW IL
WESTRIDGE COURT
SHOPPING CENTER 9,815,696 39,625,276 9,440,972 1,032,619 1990 Jul 97 40 Years
NAPERVILLE IL
TINLEY PARK PLAZA 2,607,702 10,697,494 13,305,196 792,934 1973 Sep 95 40 Years
TINLEY PARK IL
</TABLE>
F-31
<PAGE> 86
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
COLUMBUS CENTER 1,196,269 3,608,315 2,491,668
COLUMBUS IN
JASPER MANOR 1,319,937 7,110,063 18,588
JASPER IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 10,437
PRINCETON IN
WABASH CROSSING 1,614,878 6,470,511 27,744
WABASH IN
JACKSON VILLAGE 284,815 3,115,586 589,956
JACKSON KY
J*TOWN CENTER 1,331,074 4,121,997 616,521
JEFFERSONTOWN KY
NEW LOUISA PLAZA 469,014 1,998,752 161,683
LOUISA KY
PICCADILLY SQUARE 355,000 1,588,409 323,428
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,792,717 703,838
MIDDLETOWN KY
LIBERTY PLAZA 2,075,809 8,303,237 160,652
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,833,330 86,550
SALISBURY MD
MAPLE VILLAGE
SHOPPING CENTER 1,625,580 6,514,322 1,336,221
ANN ARBOR MI
FARMINGTON CROSSROADS 1,092,200 4,368,800 62,479
FARMINGTON MI
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
COLUMBUS CENTER 1,196,269 6,099,983 7,296,252 1,655,146 1964 Dec 88 40 Years
COLUMBUS IN
JASPER MANOR 1,319,937 7,128,651 8,448,588 1,152,463 1990 Feb 92 40 Years
JASPER IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,769,940 4,874,816 513,236 1991 Feb 93 40 Years
PRINCETON IN
WABASH CROSSING 1,614,878 6,498,255 8,113,133 751,676 1988 Dec 93 40 Years
WABASH IN
JACKSON VILLAGE 284,815 3,705,542 3,990,357 813,761 1983 Dec 88 40 Years
JACKSON KY
J*TOWN CENTER 1,331,074 4,738,518 6,069,592 1,152,789 1959 Oct 88 40 Years
JEFFERSONTOWN KY
NEW LOUISA PLAZA 469,014 2,160,435 2,629,449 688,335 1978 Feb 88 40 Years
LOUISA KY
PICCADILLY SQUARE 355,000 1,911,837 2,266,837 447,214 1973 Apr 89 40 Years
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 8,496,555 10,442,234 1,014,613 1987 Nov 93 40 Years
MIDDLETOWN KY
LIBERTY PLAZA 2,075,809 8,463,889 10,539,698 684,623 1962 May 95 40 Years
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,919,880 2,232,530 654,286 1973 May 86 35 Years
SALISBURY MD
MAPLE VILLAGE
SHOPPING CENTER 1,625,580 7,850,543 9,476,123 707,290 1965 Oct 94 40 Years
ANN ARBOR MI
FARMINGTON CROSSROADS 1,092,200 4,431,279 5,523,479 283,860 1986 Dec 95 40 Years
FARMINGTON MI
</TABLE>
F-32
<PAGE> 87
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
DELTA CENTER 2,405,200 9,620,800 122,447
LANSING MI
HAMPTON VILLAGE CENTRE 19,089,566 8,638,500 34,541,500 198,445
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 8,799,200 9,900
SAGINAW MI
HALL ROAD CROSSING 2,595,500 10,382,000 229,950
SHELBY MI
SOUTHFIELD PLAZA 2,052,995 8,211,980 20,404
SOUTHFIELD MI
DELCO PLAZA 1,277,504 5,109,367 46,815
STERLING HEIGHTS MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 287,614
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,014,432 55,222
GOLDSBORO NC
SHOPPING CENTER - WILSON 315,000 1,780,370 71,456
WILSON NC
LAUREL SQUARE 3,261,701 9,283,302 604,786
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,513,658 218,285
HAMILTON NJ
BENNETTS MILLS PLAZA 1,794,122 6,399,888 68,222
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 1,479,487 3,634,941
MIDDLETOWN NJ
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
DELTA CENTER 2,405,200 9,743,247 12,148,447 623,713 1985 Dec 95 40 Years
LANSING MI
HAMPTON VILLAGE CENTRE 8,638,500 34,739,945 43,378,445 2,220,440 1990 Dec 95 40 Years
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 8,809,100 11,053,900 562,888 1986 Dec 95 40 Years
SAGINAW MI
HALL ROAD CROSSING 2,595,500 10,611,950 13,207,450 690,256 1985 Dec 95 40 Years
SHELBY MI
SOUTHFIELD PLAZA 2,052,995 8,232,384 10,285,379 77,742 1969-70 Feb 98 40 Years
SOUTHFIELD MI
DELCO PLAZA 1,277,504 5,156,182 6,433,686 208,876 1970,73 Nov 96 40 Years
STERLING HEIGHTS MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,408,737 7,939,018 984,296 1989 Oct 92 40 Years
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,069,654 1,251,652 361,052 1973 May 86 35 Years
GOLDSBORO NC
SHOPPING CENTER - WILSON 315,000 1,851,826 2,166,826 631,227 1973 May 86 35 Years
WILSON NC
LAUREL SQUARE 3,261,701 9,888,088 13,149,789 1,534,876 1973 Jul 92 40 Years
BRICKTOWN NJ
HAMILTON PLAZA 1,124,415 4,731,943 5,856,358 518,015 1972 May 94 40 Years
HAMILTON NJ
BENNETTS MILLS PLAZA 1,794,122 6,468,110 8,262,232 623,522 1988 Sep 94 40 Years
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 5,114,428 6,319,257 1,907,719 1972 Jan 75 40 Years
MIDDLETOWN NJ
</TABLE>
F-33
<PAGE> 88
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
***********************
TINTON FALLS PLAZA 1,884,325 6,308,392 41,275
TINTON FALLS NJ
RENAISSANCE CENTER EAST 2,543,856 10,175,427 185,340
LAS VEGAS NV
UNIVERSITY MALL 115,079 1,009,902 801,101
CANTON NY
CORTLANDVILLE 236,846 1,439,000 430,013
CORTLAND NY
KMART PLAZA 942,257 3,769,027 246,904
DEWITT NY
D & F PLAZA 730,512 2,156,542 1,245,703
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205
ELMIRA NY
PYRAMID MALL 2,175,221 8,700,884 130,112
GENEVA NY
SHOPPING CENTER -
GLOVERSVILLE 139,429 524,517 104,564
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 4,986,720 93,023
HAMBURG NY
CAYUGA PLAZA 1,397,708 5,591,832 504,127
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,183,353 584,685
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,698,537 330,069
LOCKPORT NY
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
TINTON FALLS PLAZA 1,884,325 6,349,667 8,233,992 72,686 1953 Jan 98 40 Years
TINTON FALLS NJ
RENAISSANCE CENTER EAST 2,543,856 10,360,767 12,904,623 468,255 1981 Oct 96 40 Years
LAS VEGAS NV
UNIVERSITY MALL 115,079 1,811,003 1,926,082 953,606 1967 Jan 76 40 Years
CANTON NY
CORTLANDVILLE 236,846 1,869,013 2,105,859 465,674 1984 Aug 87 35 Years
CORTLAND NY
KMART PLAZA 942,257 4,015,931 4,958,188 487,018 1970 Aug 93 40 Years
DEWITT NY
D & F PLAZA 730,512 3,402,245 4,132,757 1,043,021 1967 Jan 86 40 Years
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205 1,001,321 210,733 1976 Feb 89 40 Years
ELMIRA NY
PYRAMID MALL 2,175,221 8,830,996 11,006,217 1,094,327 1973 Aug 93 40 Years
GENEVA NY
SHOPPING CENTER -
GLOVERSVILLE 139,429 629,081 768,510 147,535 1974 Dec 88 40 Years
GLOVERSVILLE NY
MCKINLEY PLAZA 1,246,680 5,079,743 6,326,423 838,142 1991 Jun 92 40 Years
HAMBURG NY
CAYUGA PLAZA 1,397,708 6,095,959 7,493,667 1,388,461 1969 May 89 40 Years
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,768,038 8,313,876 804,360 1971 Aug 93 40 Years
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 2,028,606 2,453,240 237,853 1971 Aug 93 40 Years
LOCKPORT NY
</TABLE>
F-34
<PAGE> 89
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
SHOPPING CENTER - MARCY 400,000 2,231,817 94,207
MARCY NY
WALLKILL PLAZA 2,445,200 8,580,800 148,852
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 1,026,477 8,642,364 70,606
MONROE NY
ROCKLAND PLAZA 3,990,842 3,570,410 5,244,968
NANUET NY
SOUTH PLAZA 508,013 1,051,638 1,583,556
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,192,103 261,650
ONEONTA NY
OSWEGO PLAZA 250,000 1,168,027 2,544,798
OSWEGO NY
MOHAWK ACRES 241,606 1,268,890 1,537,271
ROME NY
MONTGOMERY WARD 93,341 483,405 231,437
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170
ROME NY
WESTGATE MANOR PLAZA - ROME 211,711 391,982 790,519
ROME NY
NORTHLAND 16,182 255,557 823,737
WATERTOWN NY
HARBOR PLAZA 388,997 1,456,108 253,099
ASHTABULA OH
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
SHOPPING CENTER - MARCY 400,000 2,326,024 2,726,024 811,560 1971 May 86 35 Years
MARCY NY
WALLKILL PLAZA 2,445,200 8,729,652 11,174,852 555,587 1986 Dec 95 40 Years
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 1,026,477 8,712,970 9,739,447 171,736 1972 Aug 97 40 Years
MONROE NY
ROCKLAND PLAZA 3,990,842 8,815,378 12,806,220 3,447,765 1963 Jan 83 40 Years
NANUET NY
SOUTH PLAZA 508,013 2,635,194 3,143,207 1,082,582 1967 Apr 83 40 Years
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,453,753 1,596,574 566,351 1967 Jan 84 40 Years
ONEONTA NY
OSWEGO PLAZA 250,000 3,712,825 3,962,825 1,400,581 1966 Jan 77 40 Years
OSWEGO NY
MOHAWK ACRES 241,606 2,806,161 3,047,767 906,679 1965 Feb 84 40 Years
ROME NY
MONTGOMERY WARD 93,341 714,842 808,183 270,990 1965 Jan 84 40 Years
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170 4,668,962 463,344 1988 Aug 93 40 Years
ROME NY
WESTGATE MANOR PLAZA - ROME 211,711 1,182,501 1,394,212 275,046 1961 Jan 86 40 Years
ROME NY
NORTHLAND 16,182 1,079,294 1,095,476 331,476 1962 Jan 73 40 Years
WATERTOWN NY
HARBOR PLAZA 388,997 1,709,207 2,098,204 335,491 1988 Feb 91 40 Years
ASHTABULA OH
</TABLE>
F-35
<PAGE> 90
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
BELPRE PLAZA 2,066,121 140,189
BELPRE OH
SOUTHWOOD PLAZA 707,073 1,537,519 856,497
BOWLING GREEN OH
BRENTWOOD PLAZA 2,050,969 8,222,875 524,143
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,218,117 9,985
CINCINNATI OH
WESTERN VILLAGE
SHOPPING CNTR 1,321,484 5,300,935 117,335
CINCINNATI OH
CROWN POINT SHOPPING CNTR 7,870,225 2,881,681 7,958,319
COLUMBUS OH
SOUTH TOWNE CENTRE 4,737,368 9,636,943 1,550,056
DAYTON OH
HERITAGE SQUARE 1,749,182 7,011,927 59,707
DOVER OH
MIDWAY CROSSING 1,944,200 7,776,800 123,075
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,685,919 101,962
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 3,197,673 1,490,228
GALLIPOLIS OH
SHOPPING CENTER - GENOA 96,001 1,016,349
GENOA OH
PARKWAY PLAZA 950,667 2,069,921 448,155
MAUMEE OH
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
BELPRE PLAZA 2,206,310 2,206,310 583,209 1969 Jun 88 40 Years
BELPRE OH
SOUTHWOOD PLAZA 707,073 2,394,016 3,101,089 712,715 1961 May 90 40 Years
BOWLING GREEN OH
BRENTWOOD PLAZA 2,050,969 8,747,018 10,797,987 892,799 1957 May 94 40 Years
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,228,102 11,528,131 490,533 1973,85,87 May 96 40 Years
CINCINNATI OH
WESTERN VILLAGE
SHOPPING CNTR 1,321,484 5,418,270 6,739,754 567,937 1960 May 94 40 Years
CINCINNATI OH
CROWN POINT SHOPPING CNTR 2,881,681 7,958,319 10,840,000 49,739 1980-85,97 Jul 98 40 Years
COLUMBUS OH
SOUTH TOWNE CENTRE 4,737,368 11,186,999 15,924,367 1,900,897 1972 Mar 92 40 Years
DAYTON OH
HERITAGE SQUARE 1,749,182 7,071,634 8,820,816 911,345 1959 Aug 93 40 Years
DOVER OH
MIDWAY CROSSING 1,944,200 7,899,875 9,844,075 498,379 1986 Dec 95 40 Years
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,787,881 3,075,530 372,052 1978 May 90 40 Years
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 4,687,901 5,606,923 1,736,663 1972 Dec 86 40 Years
GALLIPOLIS OH
SHOPPING CENTER - GENOA 96,001 1,016,349 1,112,350 187,568 1987 Mar 91 40 Years
GENOA OH
PARKWAY PLAZA 950,667 2,518,076 3,468,743 537,498 1955 Sep 89 40 Years
MAUMEE OH
</TABLE>
F-36
<PAGE> 91
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Apartments Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 127,231
NEW BOSTON OH
MARKET PLACE 597,923 3,738,164 403,895
PIQUA OH
BRICE PARK SHOPPING CENTER 5,273,913 4,854,414 10,204,698 5,545
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 381,861
TOLEDO OH
GREENTREE SHOPPING CENTER 6,819,608 3,379,200 6,860,800
UPPER ARLINGTON OH
BETHEL PARK PLAZA 868,039 9,933,094 867,622
BETHEL PARK PA
DILLSBURG SHOPPING CENTER 1,166,376 4,665,505
DILLSBURG PA
NEW GARDEN SHOPPING CENTER 912,130 3,161,495 7,651
KENNETT SQUARE PA
STONEMILL PLAZA 1,407,975 5,650,901 58,389
LANCASTER PA
CROSSROADS PLAZA 384,882 1,040,668 368,438
MT. PLEASANT PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,026,320 733,697
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 91,798 1,074,786
PHILADELPHIA PA
ROOSEVELT MALL NE 2,602,635 6,466,386
PHILADELPHIA PA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
NEW BOSTON SHOPPING CENTER 2,102,371 9,304,149 11,406,520 1,264,283 1991 Feb 93 40 Years
NEW BOSTON OH
MARKET PLACE 597,923 4,142,059 4,739,982 789,221 1972 Nov 91 40 Years
PIQUA OH
BRICE PARK SHOPPING CENTER 4,854,414 10,210,243 15,064,657 74,409 1989-92 Mar 98 40 Years
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 1,046,480 2,151,068 3,197,548 411,880 1968 Aug 90 40 Years
TOLEDO OH
GREENTREE SHOPPING CENTER 3,379,200 6,860,800 10,240,000 42,880 1974,80,91 Jul 98 40 Years
UPPER ARLINGTON OH
BETHEL PARK PLAZA 868,039 10,800,716 11,668,755 319,815 1965 May 97 40 Years
BETHEL PARK PA
DILLSBURG SHOPPING CENTER 1,166,376 4,665,505 5,831,881 208,924 1994 Oct 96 40 Years
DILLSBURG PA
NEW GARDEN SHOPPING CENTER 912,130 3,169,146 4,081,276 96,886 1979 Apr 97 40 Years
KENNETT SQUARE PA
STONEMILL PLAZA 1,407,975 5,709,290 7,117,265 646,666 1988 Jan 94 40 Years
LANCASTER PA
CROSSROADS PLAZA 384,882 1,409,106 1,793,988 330,317 1975 Nov 88 40 Years
MT. PLEASANT PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,760,017 8,264,097 459,483 1963 Aug 95 40 Years
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 1,166,584 1,326,287 602,409 1958 Apr 74 40 Years
PHILADELPHIA PA
ROOSEVELT MALL NE 9,069,021 9,069,021 4,654,054 1964 Jan 64 40 Years
PHILADELPHIA PA
</TABLE>
F-37
<PAGE> 92
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Apartments Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
STRAWBRIDGE'S 605,607 3,923,050
PHILADELPHIA PA
ST MARY'S PLAZA 977,711 3,910,842 130,529
ST MARY'S PA
NORTHLAND CENTER 1,198,947 4,824,500 143,378
STATE COLLEGE PA
SHOPS AT PROSPECT 741,941 2,967,765 70,154
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,353 12,797,412 604,868
YORK PA
CONGRESS CROSSING 1,098,351 6,747,013 84,281
ATHENS TN
WEST TOWNE SQUARE
SHOPPING CENTER 529,103 3,880,088
ELIZABETHTON TN
GREENEVILLE COMMONS 1,075,200 7,884,800 23,156
GREENEVILLE TN
KINGS GIANT SHOPPING
CENTER 2,500,633 268,686
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,674,698 208,425
MURFREESBORO TN
SHOPPING CENTER -
COLONIAL HTS 290,000 792,441
COLONIAL HEIGHTS VA
HANOVER SQUARE
SHOPPING CENTER 1,778,701 7,114,805 210,309
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,208,727 115,710
MIDLOTHIAN VA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I
- --------- ------------------------------------ ------------ ---------- -------- --------
Gross Amount at Which Carried at the
Close of the Period
------------------------------------
Life on Which
Depreciated
Building & Accumulated Date of Date in Latest
Description Land Improvements Total(1) Depreciation Construction Acquired Income Stmt.
- ----------- -------- ------------ ------------ ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
STRAWBRIDGE'S 605,607 3,923,050 4,528,657 3,923,050 1964 Jan 64 35 Years
PHILADELPHIA PA
ST MARY'S PLAZA 977,711 4,041,371 5,019,082 382,864 1970 Dec 94 40 Years
ST MARY'S PA
NORTHLAND CENTER 1,198,947 4,967,878 6,166,825 805,293 1988 Jun 92 40 Years
STATE COLLEGE PA
SHOPS AT PROSPECT 741,941 3,037,919 3,779,860 232,483 1994 Jul 95 40 Years
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,353 13,402,280 16,601,633 1,089,908 1955 May 95 40 Years
YORK PA
CONGRESS CROSSING 1,098,351 6,831,294 7,929,645 1,107,084 1990 Mar 92 40 Years
ATHENS TN
WEST TOWNE SQUARE
SHOPPING CENTER 529,103 3,880,088 4,409,191 24,251 1970,1998 Jun 98 40 Years
ELIZABETHTON TN
GREENEVILLE COMMONS 1,075,200 7,907,956 8,983,156 1,276,938 1990 Mar 92 40 Years
GREENEVILLE TN
KINGS GIANT SHOPPING
CENTER 2,769,319 2,769,319 433,692 1970 Sep 92 40 Years
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,883,123 6,050,047 686,017 1986 Sep 93 40 Years
MURFREESBORO TN
SHOPPING CENTER -
COLONIAL HTS 290,000 792,441 1,082,441 277,355 1972 May 86 35 Years
COLONIAL HEIGHTS VA
HANOVER SQUARE
SHOPPING CENTER 1,778,701 7,325,114 9,103,815 1,091,417 1991 Jan 93 40 Years
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,324,437 17,872,869 1,568,749 1991 Mar 94 40 Years
MIDLOTHIAN VA
</TABLE>
F-38
<PAGE> 93
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
- --------- -------- ----------------------- -----------------
Cost Capitalized
Subsequent to
Initial Cost to Company Acquisition
----------------------- ----------------
Building &
Description Encumbrance Land Improvements Improvements
- ----------- ----------- ------- ------------- ------------
<S> <C> <C> <C> <C>
Shopping Centers
*************************
CAVE SPRING CORNERS
SHOPPING CNTR 1,064,298 4,257,792
ROANOKE VA
HUNTING HILLS
SHOPPING CNTR 4,345,924 1,897,007 6,010,376
ROANOKE VA
SHOPPING CENTER -
SPOTSYLVANIA 250,000 1,363,880 250,195
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 3,890,137 1,432,155 4,616,848 37,200
VINTON VA
RIDGEVIEW CENTRE 2,707,679 4,417,792 567,515
WISE VA
MOUNDSVILLE PLAZA 228,283 1,989,798 5,095,518
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,358,333 153,150
PARKERSBURG WV
KMART PLAZA 664,121 2,656,483 143,331
VIENNA WV
Vacant Land
*************************
ROXBURY TOWNSHIP NJ 258,861 7,523
ROXBURY NJ
1 NORTH CENTRAL AVENUE 17,953
HARTSDALE NY
------------ -------------- -------------- ------------
$114,098,899 $272,176,260 $1,034,523,259 $146,038,200
============ ============== ============== ============
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN E COLUMN F
- --------- ------------------------------------------------ ------------
Gross Amount at Which Carried at the
Close of the Period
-----------------------------------------------
Building & Accumulated
Description Land Improvements Total(1) Depreciation
- ----------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Shopping Centers
*************************
CAVE SPRING CORNERS
SHOPPING CNTR 1,064,298 4,257,792 5,322,090 119,557
ROANOKE VA
HUNTING HILLS
SHOPPING CNTR 1,897,007 6,010,376 7,907,383 43,826
ROANOKE VA
SHOPPING CENTER -
SPOTSYLVANIA 250,000 1,614,075 1,864,075 499,568
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 1,432,155 4,654,048 6,086,203 33,897
VINTON VA
RIDGEVIEW CENTRE 2,707,679 4,985,307 7,692,986 744,631
WISE VA
MOUNDSVILLE PLAZA 228,283 7,085,316 7,313,599 902,903
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,511,483 4,511,483 1,125,349
PARKERSBURG WV
KMART PLAZA 664,121 2,799,814 3,463,935 369,452
VIENNA WV
Vacant Land
*************************
ROXBURY TOWNSHIP NJ 258,861 7,523 266,384
ROXBURY NJ
1 NORTH CENTRAL AVENUE 17,953 17,953
HARTSDALE NY
------------ -------------- -------------- -------------
$272,176,260 $1,180,561,459 $1,452,737,719 $136,977,511
============ ============== ============== =============
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN G COLUMN H COLUMN I
- --------- ---------- -------- --------
Life on Which
Depreciated
Date of Date in Latest
Description Construction Acquired Income Stmt.
- ----------- ------------ -------- -------------
<S> <C> <C> <C>
Shopping Centers
*************************
CAVE SPRING CORNERS
SHOPPING CNTR 1969 Jun 97 40 Years
ROANOKE VA
HUNTING HILLS
SHOPPING CNTR 1989 Apr 98 40 Years
ROANOKE VA
SHOPPING CENTER -
SPOTSYLVANIA 1970 May 86 35 Years
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 1976 Feb 98 40 Years
VINTON VA
RIDGEVIEW CENTRE 1990 Jul 92 40 Years
WISE VA
MOUNDSVILLE PLAZA 1961 Dec 88 40 Years
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 1986 Jun 88 40 Years
PARKERSBURG WV
KMART PLAZA 1975 Feb 93 40 Years
VIENNA WV
Vacant Land
*************************
ROXBURY TOWNSHIP NJ 1998 Dec 97
ROXBURY NJ
1 NORTH CENTRAL AVENUE Jul 72
HARTSDALE NY
</TABLE>
(1) Aggregate cost is the same for Federal income tax purposes
F-39
<PAGE> 94
NEW PLAN REALTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in Thousands)
SCHEDULE III
JULY 31, 1998
(continued)
Reconciliation of Real Estate and Accumulated Depreciation:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
INVESTMENT IN REAL ESTATE
Balance at beginning
of period $1,277,775 $977,942 $765,080
Additions during the period:
Land 39,281 58,502 40,641
Buildings and improvements 135,682 246,888 177,888
---------- ---------- ----------
1,452,738 1,283,332 983,609
Less:
Costs of assets sold
and written-off -- 5,557 5,667
---------- ---------- ----------
Balance at end of period $1,452,738 $1,277,775 $977,942
========== ========== ==========
ACCUMULATED DEPRECIATION
Balance at beginning
of period $105,866 $82,523 $64,007
Additions charged to
operating expenses 31,112 24,620 19,724
---------- ---------- ----------
136,978 107,143 83,731
Less:
Accumulated depreciation
on assets sold and
written-off -- 1,277 1,208
---------- ---------- ----------
Balance at end of period $136,978 $105,866 $82,523
========== ========== ==========
</TABLE>
F-40
<PAGE> 95
NEW PLAN REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS AND NOTES RECEIVABLE ON REAL ESTATE
(Amounts in Thousands)
SCHEDULE IV
<TABLE>
<CAPTION>
July 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G
- -------- -------- -------- -------- -------- -------- --------
Final Face Face Carrying
Interest Maturity Periodic Amount of Amount of
Description Rate Date Payment Terms Prior Liens Mortgages Mortgages
- ----------- ---- ---- ------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Purchase money first mortgage,
collateralized by a shopping Interest payable
center in Connellsville, PA monthly, balance at
10% 8/31/1998 maturity $ 5,420 $ 5,180
Interest payable
Purchase money first mortgage, monthly, $45,000
collateralized by a shopping principal per month
center in Whitesboro, NY for 17 months,
9.38% 7/30/1999 balance at maturity 4,610 4,205
Leasehold mortgage, Interest and
collateralized by a tenant lease principal payable
11.5% 4/30/2004 monthly 259 212
Leasehold mortgage, Interest and
collateralized by a tenant lease principal payable
12% 5/1/2008 monthly 1,000 864
Purchase money first mortgage,
collateralized by a shopping Interest payable
center in Harrisonburg, VA monthly, balance at
9% 7/23/2000 maturity 794 645
Purchase money first mortgage, Interest payable
collateralized by a shopping quarterly and
center in principal payable at
New Bern, NC 7.2% 5/9/2001 maturity 750 750
Purchase money first mortgage Interest payable
collateralized by shopping monthly and principal
center in payable at maturity
Hanover, PA 8.75% 7/23/2001 700 700
Leasehold mortgage Interest and
collateralized by a tenant lease principal payable
10% 5/31/2008 monthly 1,335 1,322
------- -------
$14,868 $13,878
======= =======
</TABLE>
Note: Column H is not applicable
F-41
<PAGE> 96
NEW PLAN REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS AND NOTES RECEIVABLE ON REAL ESTATE
(Amounts in Thousands)
SCHEDULE IV
(continued)
Year Ended July 31,
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Balance, beginning of period $23,107 $23,597 $22,874
Additions during period:
New loans 1,322 700 1,544
Reductions during period:
Collection of principal (10,551) (1,190) (821)
-------- -------- --------
Balance, end of period $13,878 $23,107 $23,597
======== ======== ========
</TABLE>
F-42
<PAGE> 97
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NEW PLAN REALTY TRUST
(Registrant)
By: /s/ ARNOLD LAUBICH
-----------------------
Arnold Laubich
Chief Executive Officer
Dated: October 28, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ WILLIAM NEWMAN Chairman of the Board October 28, 1998
- -----------------------
William Newman
/s/ ARNOLD LAUBICH Chief Executive Officer October 28, 1998
- ----------------------- and Trustee
Arnold Laubich
/s/ GARY B. SABIN President, Chairman of October 28, 1998
- ----------------------- Investment Committee and
Gary B. Sabin Trustee
/s/ JAMES M. STEUTERMAN Executive Vice President, October 28, 1998
- ----------------------- Co-Chief Operating Officer
James M. Steuterman and Trustee
/s/ RICHARD B. MUIR Executive Vice President, October 28, 1998
- ----------------------- Co-Chief Operating Officer
Richard B. Muir and Trustee
/s/ DAVID A. LUND Chief Financial Officer and October 28, 1998
- ----------------------- Chief Accounting Officer
David A. Lund
/s/ DEAN BERNSTEIN Senior Vice President--Finance October 28, 1998
- ----------------------- and Multifamily and Trustee
Dean Bernstein
/s/ RAYMOND H. BOTTORF Trustee October 28, 1998
- -----------------------
Raymond H. Bottorf
<PAGE> 98
/s/ NORMAN GOLD Trustee October 28, 1998
- ------------------------
Norman Gold
/s/ BOYD A. LINDQUIST Trustee October 28, 1998
- ------------------------
Boyd A. Lindquist
/s/ MELVIN NEWMAN Trustee October 28, 1998
- ------------------------
Melvin Newman
/s/ ROBERT E. PARSONS, JR. Trustee October 28, 1998
- ------------------------
Robert E. Parsons, Jr.
/s/ BRUCE A. STALLER Trustee October 28, 1998
- ------------------------
Bruce A. Staller
/s/ JOHN WETZLER Trustee October 28, 1998
- ------------------------
John Wetzler
/s/ GREGORY WHITE Trustee October 28, 1998
- ------------------------
Gregory White
/s/ JOHN H. WILMOT Trustee October 28, 1998
- ------------------------
John H. Wilmot
<PAGE> 99
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
*3.1 Amended and Restated Declaration of Trust of New Plan Realty
Trust dated as of January 15, 1996 filed as Exhibit 99.3 to the
Registrant's Form 8-K dated May 24, 1996.
3.2 Certificate of Amendment of Amended and Restated Declaration of
Trust of New Plan Realty Trust dated September 25, 1998.
*4.1 Specimen Certificate for Shares of Beneficial Interest filed as
Exhibit 4.1 to the Registrant's Form 10-K for the fiscal year
ended July 31, 1997.
*4.2 Certificate of Designation Supplementing the Amended and Restated
Declaration of Trust of New Plan Realty Trust filed as Exhibit
4.1 to the Registrant's Form 8-K dated July 2, 1997.
*4.3 Deposit Agreement dated as of July 3, 1997 among New Plan Realty
Trust and Bank Boston N.A. filed as Exhibit 4.5 to the
Registrant's Form 10-K for the fiscal year ended July 31, 1997.
*4.4 Specimen Certificate for 7.80% Series A Cumulative Step-Up
Premium Rate Preferred Shares filed as Exhibit 4.4 to the
Registrant's Form 10-K for the fiscal year ended July 31, 1997.
*4.5 Specimen Depositary Receipt filed as Exhibit 4.5 to the
Registrant's Form 10-K for the fiscal year ended July 31, 1997.
*9.1 Agreement dated February 26, 1979 among William Newman, Joseph
Newman and Melvin Newman filed as Exhibit 9 to Registration
Statement No. 2--63669.
*9.2 Purchase Agreement dated December 18, 1990 between New Plan
Realty Trust and Beleggingsmaatschappij Midas B.V. (presently
known as Stichting Pensioenfonds) filed as Exhibit 9.5 to the
Registrant's Form 10-K for the fiscal year ended July 31, 1994.
*9.3 Termination of Purchase Agreement dated December 17, 1981 between
New Plan Realty Trust and Merchant Navy Officers Pension Fund
Trustees Limited (presently known as MNOPF Trustees Limited)
filed as Exhibit 9.6 to the Registrant's Form 10-K for the fiscal
year ended July 31, 1995.
</TABLE>
<PAGE> 100
<TABLE>
<S> <C>
*10.1 Credit Agreement by and among New Plan Realty Trust, the Lenders
party thereto and The Bank of New York, as agent, dated as of
October 20, 1996 filed as Exhibit 10.1 to the Registrant's Form
10-K for the fiscal year ended July 31, 1997.
10.2 Assignment and Assumption Agreement dated December 1, 1997 by and among
New Plan Realty Trust, Bank Hapoalim B.M. and The Bank of New York.
10.3 Waiver and Amendment to Credit Agreement dated as of September
25, 1998 by and among New Plan Realty Trust, the Lenders party
thereto and The Bank of New York, as agent.
10.4 Assumption and Substitution Agreement dated as of September 28,
1998 by and among New Plan Excel Realty Trust, Inc., New Plan
Realty Trust, the Lenders party thereto and The Bank of New York,
as agent.
10.5 Unconditional Guaranty of Payment and Performance dated as of
September 28, 1998 by and between New Plan Realty Trust and
BankBoston N.A.
*10.6 Senior Securities Indenture between New Plan Realty Trust and The
First National Bank of Boston, as Trustee, dated as of March 29,
1995 filed as Exhibit 4.2 to Registration Statement No. 33-60045.
*10.7 7.75% Senior Note Due April 6, 2005 filed as Exhibit 10.7 to the
Registrant's Form 10-K for the fiscal year ended July 31, 1995.
*10.8 6.8% Senior Note Due May 15, 2002 filed as Exhibit 10.8 to the
Registrant's Form 10-K for the fiscal year ended July 31, 1995.
*10.9 Distribution Agreement dated May 24, 1996 by and among New Plan
Realty Trust, Lehman Brothers, Lehman Brothers Inc., Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated and Smith Barney Inc., filed as
Exhibit 1 to the Registrant's Form 8-K dated May 24, 1996.
*10.10 Form of Medium Term Note (Fixed Rate) filed as Exhibit 99.1 to
the Registrant's Form 8-K dated May 24, 1996.
*10.11 Form of Medium Term Note (Floating Rate) filed as Exhibit 99.2 to
the Registrant's Form 8-K dated May 24, 1996.
*10.12 Distribution Agreement dated December 6, 1996 by and among New
Plan Realty Trust, Lehman Brothers, Lehman Brothers Inc., Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Brothers Inc. and
Smith Barney Inc., filed as Exhibit 1 to the Registrant's Form
8-K dated December 12, 1996.
</TABLE>
<PAGE> 101
<TABLE>
<S> <C>
*10.13 Form of Medium Term Note (Fixed Rate) filed as Exhibit 4.1 to the
Registrant's Form 8-K dated December 12, 1996.
*10.14 Form of Medium Term Note (Floating Rate) filed as Exhibit 4.2 to
the Registrant's Form 8-K dated December 12, 1996.
*10.15 Agreement and Plan of Merger, dated May 14, 1998, as amended as
of August 7, 1998, among Excel Realty Trust, Inc., ERT Merger
Sub, Inc. and New Plan Realty Trust filed as Exhibit 2.1 to the
Registrant's Form 8-K dated October 13, 1998.
12 Ratio of Earnings to Fixed Charges.
21 Subsidiaries of the Registrant.
23 Consent of PRICEWATERHOUSECOOPERS LLP.
27(1) Financial Data Schedule.
99.1 Pro Forma Financial Data of New Plan Excel Realty Trust, Inc.
</TABLE>
- ------------------------------
*Incorporated herein by reference as above indicated.
(1) Filed as exhibit to electronic filing only.
<PAGE> 1
Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED DECLARATION OF TRUST
OF
NEW PLAN REALTY TRUST
WHEREAS Section 13.1 of the Amended and Restated Declaration of Trust of
New Plan Realty Trust (the "Trust") dated as of January 15, 1996 (and filed with
the Secretary of The Commonwealth of Massachusetts on March 12, 1996), as
supplemented by Certificate of Designation filed with the Secretary of The
Commonwealth of Massachusetts on July 3, 1997 (collectively the "New Plan
Declaration of Trust") provides that the New Plan Declaration of Trust may be
amended by the majority vote of the Trustees and the affirmative vote of the
holders of not less than 66-2/3% of the Shares then outstanding having the right
to vote thereon, which amendment shall be effective upon the filing with said
Secretary of a certificate signed and acknowledged by a Trustee setting forth
the text of such amendments;
NOW, THEREFORE, the undersigned, being a duly elected and serving Trustee
of the Trust, hereby certifies that the New Plan Declaration of Trust has been
amended by the addition of Section 13.4 thereto, the text of which is set forth
in the "New Plan Trust Amendments" contained in Annex II hereto (there being no
Annex I, said Annex II being identical to the Annex contained in the proxy
statement for the special meeting of shareholders of the Trust hereinbelow
referred to) which have been duly adopted by the affirmative vote of a majority
of the Trustees of the Trust and by the affirmative vote of the holders of more
than 66-2/3% of the Shares outstanding and entitled to vote thereon, which
meeting of shareholders was duly called and held on September 25, 1998 in
accordance with the requirements of the New Plan Declaration of Trust.
IN WITNESS WHEREOF, I have executed this Certificate of Amendment this
25th day of September, 1998 and acknowledge the same to be my free act and deed
as a Trustee of New Plan Realty Trust.
/s/ ARNOLD LAUBICH
----------------------------
Arnold Laubich, Trustee
<PAGE> 2
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss.
Acknowledged before me this 25th day of September, 1998.
/s/ WILLIAM BRUCE KING
----------------------------
William Bruce King
Notary Public
My commission expires August 24, 2001.
2
<PAGE> 3
ANNEX II
NEW PLAN TRUST AMENDMENTS
The following new Section 13.4 is added to the New Plan Declaration of Trust
SECTION 13.4 Alternative Business Combination.
13.4.1 General. In lieu of a reorganization or business combination
followed by the termination of the Trust and the distribution of the securities
of the successor organization among the Shareholders in redemption of their
Shares according to their respective rights pursuant to Section 13.3, the
Trustees may cause the Trust to merge with another entity in a reorganization or
business combination transaction ("Alternative Business Combination
Transaction") pursuant to which (a) the Shares of the Trust are exchanged for
such securities of a Person of which such other entity is a subsidiary or for
such other consideration as is provided for in the agreement among the Trust,
such other entity and such Person, and (b) the Trust is not terminated but
remains in existence as a subsidiary of such Person.
13.4.2 Excel Realty Trust, Inc. Merger Approved. Specifically, the
Trustees may implement the merger provided for in the Agreement and Plan of
Merger among New Plan Realty Trust, ERT Merger Sub, Inc. and Excel Realty Trust,
Inc., as amended as of August 7, 1998, approved by the affirmative vote of
66-2/3% or more of all outstanding Shares of the Trust having the right to vote
thereon at the meeting of Shareholders held on September 25, 1998, a copy of
which is attached as an Annex to the notice and proxy statement for such meeting
(such merger and agreement hereinafter the "Excel Merger" and the "Excel Merger
Agreement," respectively). Upon effectiveness of the Excel Merger as provided in
the Excel Merger Agreement, (a) the outstanding Shares of Beneficial Interest
and the outstanding Preferred Shares of the Trust shall be exchanged for the
securities or rights to securities of Excel Realty Trust, Inc. (whose name may
thereupon be changed to New Plan Excel Realty Trust, Inc. (hereinafter referred
to as "Surviving REIT")) as provided in the Excel Merger Agreement; (b)
Surviving REIT shall become the sole holder of Shares of Beneficial Interest of
the Trust as provided in the Excel Merger Agreement, with the Trust thereupon
becoming a wholly-owned subsidiary of Surviving REIT; and (c) the number and
identity of the Trustees shall be as set forth in the Excel Merger Agreement.
The Trustees shall have full power and authority to, and shall, take or
authorize such actions as they determine to be appropriate or convenient to
carry out and to implement the Excel Merger Agreement and to effect the Excel
Merger.
13.4.3 Approval of Shareholders. This Section 13.4 has been added to the
Declaration of Trust by an amendment thereto approved by the Trustees and the
affirmative vote of 66-2/3% or more of all outstanding Shares of the Trust
having the right to vote thereon at the meeting of Shareholders held on
September 25, 1998, as part of the same meeting and/or vote that approved the
Excel Merger provided for in Section 13.4.2. Accordingly, the Excel Merger
having been approved by the affirmative vote of 66-2/3% or more of all
outstanding Shares of the Trust having the right to vote thereon, no further
action by the Shareholders is necessary to approve and effect the Excel Merger.
However, in the event that the Excel Merger should not be effected for any
reason and the Trustees recommend an Alternative Business Combination
Transaction of the type authorized in Section 13.4.1 with some other Person, the
authority of the Trustees to implement such other Alternative Business
Combination Transaction shall be subject to the prior approval by the
affirmative vote of 66-2/3% or more of all outstanding Shares of the Trust
having the right to vote thereon at a meeting of Shareholders the notice for
which includes a description of the principal terms of such Alternative Business
Combination Transaction.
13.4.4 Consummation of Alternative Business Combination Transaction.
Notwithstanding any other provision hereof, including without limitation any
provision with respect to shareholder ownership limitations or REIT status, any
Alternative Business Combination Transaction (including the Excel Merger) may be
consummated in accordance with this Section 13.4.
<PAGE> 1
Exhibit 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is made and entered into as of
December 1, 1997, by and between THE BANK OF NEW YORK (the "Assignor") and BANK
HOPOALIM, B.M. (the "Assignee").
R E C I T A L S
A. The Assignor, certain other lenders (together with any prior
assignees, the "Lenders") and The Bank of New York, as agent (the "Agent"), are
parties to that certain Credit Agreement dated as of November 21, 1997 (the
"Credit Agreement") with New Plan Realty Trust, a Massachusetts business trust
(the "Borrower"). Pursuant to the Credit Agreement, the Lenders agreed to make
Revolving Credit Loans under Commitments in the aggregate amount of $50,000,000,
subject to Commitment Increases, as provided in Section 2.20 thereof. The amount
of the Assignor's Commitment (before giving effect to this Assignment) is
specified in Item 1 of Schedule 1 hereto. The outstanding principal amount of
the Assignor's Loans under its Commitment (before giving effect to this
Assignment) is specified in Item 2 of Schedule 1 hereto. All capitalized terms
not otherwise defined herein are used herein as defined in the Credit Agreement.
B. The Assignor wishes to sell and assign to the Assignee, and the
Assignee wishes to purchase and assume from the Assignor, (i) the portion of the
Assignor's Commitment specified in Item 3 of Schedule 1 hereto (the "Assigned
Commitment") and (ii) the portion of the Assignor's Loans specified in Item 5 of
Schedule 1 hereto (the "Assigned Loans").
The parties agree as follows:
1. Assignment. Subject to the terms and conditions set forth herein and
in the Credit Agreement, the Assignor hereby sells and assigns to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, without
recourse, on the date set forth above (the "Assignment
<PAGE> 2
Date") (a) all right, title and interest of the Assignor to the Assigned Loans
and (b) all obligations of the Assignor under the Credit Agreement with respect
to the Assigned Commitment and as a "Lender" thereunder. As full consideration
for the sale of the Assigned Loans and the Assigned Commitment, the Assignee
shall pay to the Assignor on the Assignment Date the principal amount of the
Assigned Loans (the "Purchase Price").
2. Representation and Warranties. Each of the Assignor and the Assignee
represents and warrants to the other that (a) it has full power and legal right
to execute and deliver this Agreement and to perform the provisions of this
Agreement; (b) the execution, delivery and performance of this Agreement have
been authorized by all action, corporate or otherwise, and do not violate any
provisions of its charter or by-laws or any contractual obligations or
requirement of law binding on it; and (c) this Agreement constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.
3. Condition Precedent. The obligations of the Assignor and the
Assignee hereunder shall be subject to the fulfillment of the condition that the
Assignor shall have (a) received payment in full of the Purchase Price, and (b)
complied with the other applicable provisions of Section 11.7 of the Credit
Agreement.
4. Notice of Assignment. The Assignor agrees to give notice of the
assignment and assumption of the Assigned Loans and the Assigned Commitment to
the Agent and the Borrower and hereby instructs the Agent and the Borrower to
make all payments with respect to the Assigned Loans and the Assigned Commitment
directly to the Assignee at the applicable Lending Offices specified in Item 6
on Schedule 1 hereto, or to the Agent for the account of the Assignee as a
Lender (in either case, as required by the terms of the Credit Agreement);
provided, however, that the Borrower and the Agent shall be entitled to continue
to deal solely and
- 2 -
<PAGE> 3
directly with the Assignor in connection with the interests so assigned until
the Agent and the Borrower, to the extent required by Section 11.7 of the Credit
Agreement, shall have received notice of the assignment, the Borrower and the
Agent shall have consented in writing thereto, and the Agent shall have recorded
and accepted this Agreement and received the Assignment Fee required to be paid
pursuant to Section 11.7 of the Credit Agreement. From and after the date (the
"Assignment Effective Date") on which the Agent shall notify the Borrower and
the Assignor that the requirements set forth in the foregoing sentence shall
have occurred and all consents (if any) required shall have been given, (i) the
Assignee shall be deemed to be a party to the Credit Agreement and, to the
extent that rights and obligations thereunder shall have been assigned to
Assignee as provided in such notice of assignment to the Agent, shall have the
rights and obligations of a Lender under the Credit Agreement, and (ii) the
Assignee shall be deemed to have appointed the Agent to take such action as
agent on its behalf and to exercise such powers under the Loan Documents as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto. The Assignee agrees that the provisions of
Section 10 of the Credit Agreement are hereby incorporated into this Agreement
by this reference, as if fully set forth herein at length. After the Assignment
Effective Date, the Agent shall make all payments in respect of the interest
assigned hereby (including payments of principal, interest, fees and other
amounts) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustment in payments under the Assigned Loans and the Assigned Commitment for
periods prior to the Assignment Effective Date hereof directly between
themselves. The Assignee agrees to deliver to the Borrower and the Agent such
Internal Revenue Service forms as may be required to establish that the Assignee
is entitled to receive payments under the Credit Agreement without deduction or
withholding of tax.
- 3 -
<PAGE> 4
5. Independent Investigation. The Assignee acknowledges that it is
purchasing the Assigned Loans and the Assigned Commitment from the Assignor
totally without recourse and, except as provided in Section 2 hereof, without
representation or warranty. The Assignee further acknowledges that it has made
its own independent investigation and credit evaluation of the Borrower in
connection with its purchase of the Assigned Loans and the Assigned Commitment.
Except for the representations or warranties set forth in Section 2, the
Assignee acknowledges that it is not relying on any representation or warranty
of the Assignor, expressed or implied, including without limitation, any
representation or warranty relating to the legality, validity, genuineness,
enforceability, collectibility, interest rate, repayment schedule or accrual
status of the Assigned Loans or the Assigned Commitment, the legality, validity,
genuineness or enforceability of the Credit Agreement, the related Notes, or any
other Loan Document referred to in or delivered pursuant to the Credit
Agreement, or financial condition or creditworthiness of the Borrower or any
other Person. The Assignor has not and will not be acting as either the
representative, agent or trustee of the Assignee with respect to matters arising
out of or relating to the Credit Agreement or this Agreement. From and after the
Assignment Effective Date, except as set forth in Section 4 above, the Assignor
shall have no rights or obligations with respect to the Assigned Loans or the
Assigned Commitments.
6. Consent of the Borrower and Agent; Exchange of Notes. Pursuant to
the provisions of Section 11.7 of the Credit Agreement, and to the extent
required thereby, the Borrower and Agent, by signing below, consents to this
Agreement and to the assignment contemplated herein. The Borrower further agrees
upon receipt of the Assignor's Note, to execute and deliver:
(a) to the Assignee, a Note, in an aggregate principal amount of
$10,000,000.
- 4 -
<PAGE> 5
(b) to the Assignor, a Note, in an aggregate principal amount of
$20,000,000.
At the request of the Borrower, the Lender whose obligations
under its Note have been fully paid or who has received a replacement Note
pursuant to the foregoing, shall promptly return to the Borrower its Note or
superseded Note, as the case may be, or other evidence that such Lender has
received full payment of such obligations or a replacement Note in respect of
such superseded Note.
7. Method of Payment. All payments to be made by either party hereunder
shall be in funds available at the place of payment on the same day and shall be
made by wire transfer to the account designated by the party to receive payment.
8. Integration. This Agreement shall supersede any prior agreement or
understanding between the parties (other than the Credit Agreement) as to the
subject matter hereof.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon both parties, their successors and assigns.
10. Headings. Section headings have been inserted herein for
convenience only and shall not be construed to be a part hereof.
11. Amendments; Waivers. This Agreement may not be amended, changed,
waived or modified except by a writing executed by the parties hereto, and may
not be amended, changed, waived or modified in any manner inconsistent with
Section 11.7 of the Credit Agreement without the prior written consent of the
Agent.
12. Governing Law. This Agreement shall be governed by, and construed
in accordance with the laws of, the State of New York.
- 5 -
<PAGE> 6
13. Limited Recourse Obligations. This Agreement and all documents,
agreements, understandings and arrangements relating to this transaction have
been negotiated, executed and delivered on behalf of the Borrower by the
trustees or officers thereof in their representative capacity under the
Declaration of Trust, and not individually, and bind only the trust estate of
the Borrower, and no trustee, officer, employee, agent or shareholder of the
Borrower shall be bound or held to any personal liability or responsibility in
connection with the agreements, obligations and undertakings of the Borrower
hereunder, and any person or entity dealing with the Borrower in connection
therewith shall look only to the trust estate for the payment of any claim or
for the performance of any agreement, obligation or undertaking thereunder. The
Agent and each Lender hereby acknowledge and agree that each agreement and other
document executed by the Borrower in accordance with or in respect of this
transaction shall be deemed and treated to include in all respects and for all
purposes the foregoing exculpatory provision.
THE BANK OF NEW YORK
By: /s/ ANDREA STUART
-----------------------------
Andrea Stuart
Vice President
- 6 -
<PAGE> 7
BANK HAPOALIM, B.M.
By: /s/ SHAUN BREIDBART
-----------------------------
Shaun Breidbart
Vice President
Consented to:
NEW PLAN REALTY TRUST
By: /s/ DEAN BERNSTEIN
-----------------------------
Dean Bernstein
Vice President
THE BANK OF NEW YORK, as Agent
By: /s/ ANDREA STUART
-----------------------------
Andrea Stuart
Vice President
- 7 -
<PAGE> 1
Exhibit 10.3
WAIVER AND AMENDMENT
TO CREDIT AGREEMENT
THIS WAIVER AND AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is
made and entered into as of September 25, 1998, among NEW PLAN REALTY TRUST, a
Massachusetts business trust, ("New Plan" or the "Borrower"), THE BANK OF NEW
YORK, as agent for the Lenders (the "Agent"), and the financial institutions
listed on the signature pages hereto.
RECITALS:
A. The Borrower, the Agent and certain financial institutions entered into
that certain Credit Agreement dated as of November 21, 1997 (as amended, the
"Credit Agreement"; defined terms used in this Amendment which are not otherwise
defined herein shall have the meaning ascribed to such terms in the Credit
Agreement).
B. The Borrower has entered into that certain Agreement and Plan of Merger
among the Borrower, Excel Realty Trust, Inc. ("Excel"), and ERT Merger Sub, Inc.
("Merger Sub"), dated May 14, 1998, as amended by that certain Amendment to
Agreement and Plan of Merger, dated as of August 7, 1998, among the Borrower,
Excel and the Merger Sub (collectively, the "Merger Agreement").
C. In accordance with the Merger Agreement, at the Effective Time under
and as defined in the Merger Agreement (the "Effective Time") (i) shares of
beneficial interest of New Plan will be converted into the right to receive
common shares of the stock of the Combined Company (hereinafter defined), (ii)
the Merger Sub will be merged with and into New Plan with New Plan surviving as
a wholly owned subsidiary of Excel, (iii) Excel will change its name to "New
Plan Excel Realty Trust, Inc." (such entity being, from and after the Effective
Time, the "Combined Company") and (iv) the merger contemplated by the Merger
Agreement (the "Merger") will be consummated by filing the appropriate articles
of merger and certificate of amendment and merger with the appropriate
authorities in the State of Maryland and Commonwealth of Massachusetts, all as
more particularly described in the Merger Agreement and the Proxy Statement
(hereinafter defined).
D. The Borrower and Excel have called meetings of their respective
shareholders to be held on September 25, 1998 to approve the Merger and other
matters set forth in the Joint Proxy Statement/Prospectus dated August 12, 1998
(the "Proxy Statement"). If approved, the Borrower contemplates that the
Effective Time will occur prior to October 1, 1998.
<PAGE> 2
E. The Borrower's consummating the Merger and the other transactions
contemplated by the Merger Agreement and the Proxy Statement will constitute an
Event of Default under Sections 8.2, 8.5, 8.7 and 9.1(o) of the Credit
Agreement. The Borrower has requested that as of the Effective Time the Agent
and the Lenders (i) waive the Event of Defaults occurring by reason of the
consummation of the Merger and the other transactions contemplated by the Merger
Agreement and the Proxy Statement, (ii) permit the Combined Company to be
substituted for the Borrower under the Credit Agreement and assume the
obligations of the Borrower thereunder, (iii) accept the Guaranty of New Plan
Realty Trust, as a wholly owned subsidiary of the Combined Company, in support
of the obligations of the Combined Company under the Credit Agreement and (iv)
acknowledge that the fiscal year of the Combined Company and New Plan will be a
calendar year.
F. The Agent and the Lenders are agreeable to such requests, subject to
the terms of this Amendment.
NOW, THEREFORE, for and in consideration of the mutual promises and
mutual agreements contained herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
do hereby agree as follows:
1. Waiver. Subject to the compliance by the applicable parties with the
provisions of Section 14 of this Amendment, the Agent and the Lenders consent,
as of the Effective Time, to the Merger and the other transactions contemplated
by the Merger Agreement and the Proxy Statement and waive, as of the Effective
Time, any Event of Default under Section 8.2, 8.5, 8.7 or Section 9.1(o) of the
Credit Agreement occurring by reason of the consummation of the Merger in
accordance with the Merger Agreement and the Proxy Statement (each a "Merger
Default" and collectively, the "Merger Defaults").
2. Amended Definitions. As of the Effective Time, Section 1.1 of the
Credit Agreement ("Definitions") shall be deemed amended by deleting therefrom
the definitions of "Maturity Date," "Revolving Credit Termination Date" and
"Total Capital" and substituting in their place the following new definitions
therefor:
"Maturity Date": (i) if the Term Loan is not elected pursuant to
Section 2.2, the earlier of the Revolving Credit Termination Date or the
date on which the Notes shall become due and payable, whether by
acceleration or otherwise, and (ii) if the Term Loan is so elected, the
earlier of November 20, 1999 or the date
2
<PAGE> 3
on which the Notes shall become due and payable, whether by acceleration
or otherwise.
"Revolving Credit Termination Date": January 31, 1999.
"Total Capital": shall mean on any date, the sum of (i) all long
term debt of the Borrower and its Subsidiaries on a Consolidated basis
(inclusive of medium term notes) on such date, (ii) the stockholders'
equity in the Borrower on such date, as determined in accordance with
GAAP, (iii) the value of issued and outstanding preferred stock of the
Borrower on such date, (iv) all Loans outstanding on such date, and (v)
all loans under the BankBoston Credit Agreement outstanding on such date.
3. Threshold Amount. As of the Effective Time, the definition of
"Threshold Event" in the Credit Agreement shall be deemed amended to eliminate
the number "$150,000,000" therein and substitute in its place the number $0.00
in its place. Accordingly, as of the Effective Time, the "Threshold Amount"
under and as defined in the Credit Agreement shall be $0.00.
4. New Definitions. As of the Effective Time, Section 1.1 of the Credit
Agreement ("Definitions") shall be deemed further amended by adding thereto the
following new defined terms (the same to be inserted into Section 1.1 in proper
alphabetical order):
"BankBoston Credit Agreement": That certain First Amended and
Restated Revolving Credit Agreement among Excel, BankBoston, N.A., as
Agent, and the lenders who are signatories thereto, dated as of March 31,
1998, as amended pursuant to that certain First Amendment to First Amended
and Restated Revolving Credit Agreement, among Excel, BankBoston, N.A., as
Agent, and the lenders signatory thereto, dated as of September 25, 1998,
and all amendments thereto.
"Guarantor": New Plan Realty Trust, its successors and assigns.
"Guaranty": That certain Guaranty of the Guarantor executed or
to be executed and delivered by the Guarantor under which the Guarantor
guaranties the payment when due of the obligations of the Borrower
under this Agreement and the other Loan Documents.
3
<PAGE> 4
5. Representations. The parties acknowledge that as of the Effective Time,
Schedules 4.1, 4.5, 4.12, 8.3 and 8.4 will be revised and replaced pursuant to
the terms of the Assumption and Substitution Agreement attached hereto as
Attachment 1, and such replacement shall effectively amend the Sections of the
Credit Agreement corresponding to such Schedules. In addition, as of the
Effective Time, the following new Section 4.21 shall be deemed added to the
Credit Agreement at the end of Article 4 of the Credit Agreement:
4.21 BankBoston Credit Agreement.
No Event of Default exists under and as defined in the
BankBoston Credit Agreement.
6. Financial Statements. As of the Effective Time, Section 4.13 of the
Credit Agreement shall be deemed amended by deleting said Section 4.13 in its
entirety and substituting the following new Section in its place:
4.13 Financial Statements.
The Borrower has heretofore delivered to the Agent and the
Lenders the selected historical consolidated financial information
of New Plan and Excel and the pro-forma operating and financial
information, balance sheets, statements of income and other
financial information with respect to New Plan, Excel and the
Borrower set forth in the Proxy Statement (the "Financial
Statements"). The Financial Statements fairly present the
Consolidated financial condition of the Borrower and its
Subsidiaries as of the date of said financial statements and were
true and correct in all material respects as of such date. Since the
date of the Financial Statements, the Borrower and each Subsidiary
has conducted its business only in the ordinary course and there has
been no Material Adverse Change.
7. Legal Existence. As of the Effective Time, Section 7.3 of the Credit
Agreement shall be deemed deleted and the following new Section 7.3 shall be
inserted in its place:
7.3 Legal Existence.
Maintain its status as a Maryland corporation in good standing
in the State of Maryland and in each other jurisdiction in which the
failure so to do could reasonably be expected to have a Material
Adverse Effect.
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<PAGE> 5
8. Declaration of Trust. As of the Effective Time, all references to the
"Declaration of Trust" in the Credit Agreement shall be deemed to refer,
collectively, to the Charter and By-Laws of the Combined Company as they exist
at such time. In furtherance of the foregoing, Section 8.7 of the Credit
Agreement ("Declaration of Trust") shall be deemed deleted and the following new
Section 8.7 shall be inserted in its place:
8.7 Charter and By-Laws.
Amend or otherwise modify its Charter or By-Laws in any way
(other than in connection with the issuance or classification of
preferred stock of the Borrower) which would adversely affect the
interests of the Agent and the Lenders under any of the Loan
Documents, or permit any Subsidiary to amend its organizational
documents in a manner which could have the same result.
9. Certain Prepayments. As of the Effective Time, Section 8.9 shall be
deemed amended to add the following sentence at the end thereof:
"Notwithstanding anything to the contrary set forth in this Section 8.9, prior
to the occurrence of an Event of Default, the Borrower may prepay Indebtedness
under the BankBoston Credit Agreement in accordance with Section 3 thereof,
provided that no Event of Default would result from any such prepayment."
10. Additional Capital Stock of Subsidiaries. As of the Effective Time,
Section 8.13 of the Credit Agreement shall be deemed amended to delete said
Section 8.13 in its entirety and substitute in its place the following new
Section 8.13:
8.13 Issuance of Additional Capital Stock by Subsidiaries.
Permit any Subsidiary to issue any additional Stock or other
equity interest of such Subsidiary, other than the issuance of
partnership units in down-REIT partnership Subsidiaries of the
Borrower, provided that such partnership units are issued (i) in the
normal course of the Borrower's business and (ii) in consideration
of the contribution to the down-REIT partnership of assets
qualifying as "real estate assets" under Section 856(c) of the Code.
11. Minimum Tangible Net Worth. As of the Effective Time, Section 8.15 of
the Credit Agreement shall be deemed amended to delete the number
5
<PAGE> 6
"$550,000,000" therein and substitute in its place the following new number:
"$1,200,000,000."
12. Maximum Total Indebtedness. As of the Effective Time, Section 8.16 of
the Credit Agreement shall be deemed deleted and the following new Section 8.16
shall be substituted in its place:
8.16 Maximum Total Indebtedness.
Permit either (i) the total indebtedness of the Borrower and
its Subsidiaries, determined on a Consolidated basis, as determined
in accordance with GAAP, at any time to be more than 50% of Total
Capital at such time, or (ii) the indebtedness of the Borrower and
its Subsidiaries, determined on a Consolidated basis, secured by
mortgages on Real Property owned by the Borrower and its
Subsidiaries at any time to exceed 40% of Total Capital at such
time.
13. Defaults. As of the Effective Time Section 9.1 of the Credit Agreement
shall be deemed amended in the following respects: (i) subsection (k) thereof
shall be deemed amended to delete therefrom the number "$500,000" and substitute
in its place the number "$1,000,000"; and (ii) the period at the end of
subsection (o) shall be deemed deleted, the phrase "; or" shall be deemed
inserted in its place, and the following new subsections (p) and (q) shall be
deemed added at the end of said Section 9.1:
(p) The Guarantor shall fail to comply with any covenant made
by it in the Guaranty or if at any time any representation or warranty
made by the Guarantor in the Guaranty or in any other document, statement
or writing made to the Agent or the Lenders shall be incorrect or
misleading in any material respect when made, or (ii) if a default by the
Guarantor shall occur under the Guaranty after the expiration of any
applicable notice and grace period; or (iii) if the Guarantor shall revoke
or attempt to revoke, contest, commence any action or raise any defense
(other than the defense of payment) against its obligations under the
Guaranty; or
(q) There shall occur an Event of Default under and as defined
in the BankBoston Credit Agreement.
14. Notice Provision. Section 11.2 of the Credit Agreement is hereby
amended to change the addresses for notices to the Agent as follows:
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<PAGE> 7
if to the Agent:
The Bank of New York
One Wall Street
Agency Function Administration
18th floor
New York, New York
Attention: William Fahey
Vice President
Agency Function Administrator
Telephone: (212) 635-4690
Telecopy: (212) 635-6365 or 6366 or 6367
with a copy to:
The Bank of New York
One Wall Street - 21st Floor
New York, New York 10286
Attention: Andrea Stuart
Vice President
Telephone: (212) 635-4672
Telecopier: (212) 635-7904
15. Fiscal Year. The Agent and the Lenders acknowledge that as of the
Effective Time, the fiscal year of the Combined Company and New Plan shall be a
calendar year.
16. Conditions to the Effectiveness of this Amendment. The effectiveness
of this Amendment, including without limitation, the waivers set forth in
Section 1 hereof, are subject to the satisfaction of each of the following
conditions on or before October 31, 1998 (the "Compliance Date"):
(a) The Effective Time shall have occurred on or before the Compliance
Date;
(b) Prior to the Effective Time, the Agent shall have received this
Amendment duly executed and delivered by the Borrower, the Agent and
the Lenders, in sufficient copies for each Lender and the Agent to
receive an original thereof;
7
<PAGE> 8
(c) Prior to the Effective Time, the Agent shall have received such
financial information with respect to Excel, New Plan and the
Combined Company as the Agent or any of the Lenders shall have
reasonably requested;
(d) As of the Effective Time, the Agent shall have received:
(i) a copy of the Articles of Merger and Certificate of Amendment
and Merger (as defined in the Merger Agreement) duly executed
by the required parties, certified by the Combined Company to
be true and correct and in the form submitted for filing with
the State Department of Assessments and Taxation of Maryland
and the Secretary of State for the Commonwealth of
Massachusetts, respectively;
(ii) a certificate, dated the date of the Effective Time, of the
Secretary or Assistant Secretary of the Combined Company (i)
attaching a true and complete copy of the authorizing
resolutions and of all documents evidencing other necessary
action (in form and substance reasonably satisfactory to the
Agent) taken by it to authorize the Assumption Agreement
(hereinafter defined) and the incurrence of the obligations
under the Credit Agreement and the other Loan Documents and
the transactions contemplated thereby, (ii) attaching a true
and complete copy of its Charter and By-Laws, and (iii)
setting forth the incumbency of its officer or officers who
may sign the Assumption Agreement, including therein a
signature specimen of such officer or officers.
(iii) for each Lender, a new Note in the form of Exhibit G to the
Credit Agreement made payable to the order of each Lender and
in the amount of each such Lender's Commitment Amount, duly
executed by the Combined Company and dated as of the Effective
Time;
(iv) the Assumption and Substitution Agreement in the form of
Attachment 1 hereto (the "Assumption Agreement") duly executed
by the Combined Company, New Plan, the Agent and the Lenders
and dated as of the Effective Time, in sufficient copies for
each Lender and the Agent to receive an original thereof; and
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<PAGE> 9
(v) the Guaranty in the form of Attachment 2 hereto duly executed
by New Plan and dated as of the Effective Time, in sufficient
copies for each Lender and the Agent to receive an original
thereof.
1. Opinion. Notwithstanding anything in the Credit Agreement to the
contrary, the Lenders shall have no obligation to make any loan after the
Effective Time until the Agent shall have received an opinion of counsel to the
Combined Company in form satisfactory to the Agent covering such matters as the
Agent may require, including opinions as to the consummation of the Merger in
accordance with the Merger Agreement and the Proxy Statement and the
authorization, execution and delivery and enforceability of the Assumption and
Substitution Agreement.
2. No Other Amendments. Except to the extent amended hereby, all terms,
provisions and conditions of the Credit Agreement shall continue in full force
and effect and shall remain enforceable and binding in accordance with its
terms.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
4. Counterparts. This Amendment may be executed in any number of
counterparts, all of which when taken together shall constitute one and the same
document, and each party hereto may execute this Amendment by signing any of
such counterparts.
5. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
6. Trust Limitation. This Amendment and all documents, agreements,
understandings and arrangements relating to this transaction have been
negotiated, executed and delivered on behalf of the Borrower by the trustees or
officers thereof in their representative capacity under the Declaration of
Trust, and not individually, and bind only the trust estate of the Borrower, and
no trustee, officer, employee, agent or shareholder of the Borrower shall be
bound or held to any personal liability or responsibility in connection with the
agreements, obligations and undertakings of the Borrower hereunder, and any
person or entity dealing with the Borrower in connection therewith shall look
only to the trust estate for the payment of any claim or for the performance of
any agreement, obligation or undertaking thereunder. The Agent and
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<PAGE> 10
each Lender hereby acknowledge and agree that each agreement and other document
executed by the Borrower in accordance with or in respect of this transaction
shall be deemed and treated to include in all respects and for all purposes the
foregoing exculpatory provision.
7. New Plan Acknowledgment and Agreement. New Plan acknowledges that the
Lenders are entering into this Amendment on the understanding that the terms
hereof will be acceptable to the Combined Company and that the Combined Company
will execute the Assumption Agreement as of the Effective Time. New Plan
represents that the terms of this Amendment and the Attachments hereto are
acceptable to the board of directors of New Plan, and New Plan agrees to cause
the Combined Company to execute the Assumption Agreement on the Effective Time
and deliver the executed counterpart thereof to the Agent.
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<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Waiver and Amendment to Credit
Agreement as of the date first above written.
NEW PLAN REALTY TRUST
By: /s/ DEAN BERNSTEIN
------------------------
Dean Bernstein
Vice President
THE BANK OF NEW YORK,
as the Agent
and a Lender
By: /s/ ANDREA STUART
-------------------------
Andrea Stuart
Vice President
FLEET NATIONAL BANK
as a Lender
By: /s/ THOMAS T. HANOLD
-------------------------
Name: Thomas T. Hanold
Title: Vice President
<PAGE> 12
BANK HAPOALIM, B.M.
as a Lender
By: /s/ SHAUN BREIDBART
---------------------------
Name: Shaun Breidbart
Title: Vice President
By: /s/ CONRAD WAGNER
---------------------------
Name: Conrad Wagner
Title: First Vice President
<PAGE> 1
Exhibit 10.4
ASSUMPTION AND
SUBSTITUTION AGREEMENT
ASSUMPTION AND SUBSTITUTION AGREEMENT, dated as of September 28,
1998, made by NEW PLAN EXCEL REALTY TRUST, INC. (the "Company"), NEW PLAN REALTY
TRUST ("New Plan"), THE BANK OF NEW YORK ("BNY"), as Agent under the hereinafter
defined Credit Agreement and the Lenders under the Credit Agreement (defined
terms used herein which are not otherwise defined herein shall have the meaning
ascribed to such terms in the Credit Agreement).
RECITALS:
A. BNY, as Agent, New Plan, as the Borrower and certain financial
institutions entered into that certain Credit Agreement, dated as of November
21, 1997 (as amended, the "Credit Agreement").
B. New Plan entered into that certain Agreement and Plan of Merger among
New Plan, Excel Realty Trust, Inc. ("Excel"), and ERT Merger Sub, Inc. ("Merger
Sub"), dated May 14, 1998, as amended by that certain Amendment to Agreement and
Plan of Merger, dated as of August 7, 1998, among the Borrower, Excel and the
Merger Sub (collectively, the "Merger Agreement").
C. The Effective Time under and as defined in the Merger Agreement (the
"Effective Time") has occurred in accordance with the Merger Agreement and the
Joint Proxy Statement/Prospectus of New Plan and Excel dated August 12, 1998
(the "Proxy Statement").
D. New Plan and the Company have requested that the Company be substituted
for New Plan as the Borrower under the Credit Agreement, and that the Company
assume all of the obligations of New Plan under the Credit Agreement from and
after the Effective Time.
E. The Agent and the Lenders are agreeable to such request.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company, represents, warrants
and agrees as follows:
<PAGE> 2
1. Representations. The Company hereby represents that as of the date
hereof: (i) shares of beneficial interest of New Plan have been converted into
the right to receive common shares of the stock of the Company, (ii) the Merger
Sub has been merged with and into New Plan, with New Plan surviving as a wholly
owned subsidiary of the Company, (iii) Excel and New Plan have filed Articles of
Merger and a Certificate of Amendment and Merger (the collectively, "Merger
Certificates") with the appropriate authorities in the State of Maryland and
Commonwealth of Massachusetts to effect the merger contemplated by the Merger
Agreement (the "Merger"), and (iv) pursuant to the Merger, Excel has changed its
name to "New Plan Excel Realty Trust, Inc.," all as more particularly described
in the Merger Agreement and the Proxy Statement. The Company hereby further
represents that as of the date hereof, the copies of the Merger Certificates
attached hereto as Exhibit 1 are true and correct copies thereof, and to the
best knowledge of the Company there is no Default or Event of Default under the
Credit Agreement. New Plan represents to the Agent, the Lenders and the Company
that as of the date hereof there is no Default or Event of Default under the
Credit Agreement.
2. Assumption. The Company hereby assumes all of the obligations of New
Plan under the Credit Agreement and the other Loan Documents and agrees to be
bound by all of the terms and provisions thereof as the Borrower thereunder, and
agrees that it is, and shall continue to be, liable for all of the obligations
of New Plan under the Credit Agreement and the other Loan Documents. The Company
has no right of set off, claim or counterclaim under the Credit Agreement or any
such Loan Documents.
3. Commitments of the Lenders. The Lenders agree that each of their
Commitments under the Credit Agreement continues to be in full force and effect.
The Agent confirms (for the benefit of the Company, without waiving any of its
rights) that as of the date hereof, it has not issued a written notice of
default to New Plan with respect to its obligations under the Credit Agreement.
The Company acknowledges and agrees that all conditions to the obligations of
the Lenders to make Loans under their respective Commitments are unchanged and
continue as conditions precedent to the obligations of the Lenders to make any
Loans.
4. Substitution. The parties hereto agree that the Company is hereby
substituted for New Plan as the Borrower under the Credit Agreement, and that,
effective as of the Effective Time, New Plan shall cease to be a borrower under
the Credit Agreement and shall have no further rights under the Credit Agreement
or the other Loan Documents, (but New Plan shall be obligated under the Guaranty
for all
2
<PAGE> 3
obligations of the Company as the Borrower under the Credit Agreement and the
other Loan Documents).
5. Credit Agreement Schedules. The Credit Agreement is hereby amended to
delete therefrom Schedules 4.1, 4.5, 4.12, 8.3 and 8.4 and substitute in their
place the new Schedules 4.1, 4.5, 4.12, 8.3 and 8.4 attached hereto.
6. Successors and Assigns. This Assumption Agreement shall inure to the
benefit of the Agent, each of the Lenders, the Company and New Plan and their
successors and assigns, except that neither the Company nor New Plan may assign,
delegate or transfer any of its rights or obligations under this Assumption
Agreement, of any other Loan Document without the prior written consent of the
Agent and each Lender.
7. WAIVER OF TRIAL BY JURY. THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH
THE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE. FURTHER, THE PARTIES HERETO HEREBY
CERTIFY THAT NO REPRESENTATIVE OF THE AGENT OR ANY LENDER, OR COUNSEL TO THE
AGENT OR ANY LENDER, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR
SUCH LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS
PROVISION. THE PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT TO
THE AGENT AND THE LENDERS TO ACCEPT THIS AGREEMENT.
8. Governing Law. This Agreement and the rights and obligations of the
parties hereunder shall be construed, enforced, and interpreted according to the
laws of the State of New York applicable to contracts made in and performed in
the State of New York.
9. Fees and Expenses. The Company and New Plan agree to pay the reasonable
out of pocket fees and expenses of the Agent (including the fees of counsel to
the Agent) in connection with the preparation, negotiation and execution of this
Agreement.
3
<PAGE> 4
10. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Agent.
11. Trust Limitation. This Agreement and all documents, agreements,
understandings and arrangements relating to this transaction have been
negotiated, executed and delivered on behalf of New Plan by the trustees or
officers thereof in their representative capacity under the Declaration of
Trust, and not individually, and bind only the trust estate of New Plan, and no
trustee, officer, employee, agent or shareholder of New Plan shall be bound or
held to any personal liability or responsibility in connection with the
agreements, obligations and undertakings of New Plan hereunder, and any person
or entity dealing with New Plan in connection therewith shall look only to the
trust estate for the payment of any claim or for the performance of any
agreement, obligation or undertaking thereunder. The Agent and each Lender
hereby acknowledge and agree that each agreement and other document executed by
New Plan in accordance with or in respect of this transaction shall be deemed
and treated to include in all respects and for all purposes the foregoing
exculpatory provision.
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<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have executed this Assumption
Agreement as of the day and year first set forth above.
NEW PLAN EXCEL REALTY
TRUST, INC.
By: /s/ DEAN BERNSTEIN
------------------------
Name: Dean Bernstein
Title: Senior Vice President
THE BANK OF NEW YORK
As Agent and a Lender
By: /s/ ANDREA STUART
------------------------
Andrea Stuart
Vice President
FLEET NATIONAL BANK
as a Lender
By: /s/ THOMAS T. HANOLD
------------------------
Name: Thomas T. Hanold
Title: Vice President
<PAGE> 6
BANK HAPOALIM, B.M.
as a Lender
By: /s/ SHAUN BREIDBART
------------------------
Name: Shaun Breidbart
Title: Vice President
By: /s/ CONRAD WAGNER
------------------------
Name: Conrad Wagner
Title: First Vice President
NEW PLAN REALTY TRUST
As withdrawing Borrower
By: /s/ DEAN BERNSTEIN
------------------------
Name: Dean Bernstein
Title: Senior Vice President
<PAGE> 1
Exhibit 10.5
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE
FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00)
and other good and valuable consideration paid or delivered to the undersigned
NEW PLAN REALTY TRUST, a Massachusetts business trust (hereinafter referred to
as "Guarantor"), the receipt and sufficiency whereof are hereby acknowledged by
Guarantor, and for the purpose of seeking to induce BANKBOSTON, N.A., a national
banking association (hereinafter referred to as "Lender", which term shall also
include each other Bank which may now be or hereafter become a party to the
"Credit Agreement" (as hereinafter defined) and shall also include any such
individual Bank acting as agent for all of the Banks), to consent to the merger
of ERT Merger Sub, Inc., a Maryland corporation, with New Plan Realty Trust, a
Massachusetts business trust, as required by the Credit Agreement and to extend
credit or otherwise provide financial accommodations to NEW PLAN EXCEL REALTY
TRUST, INC. (formerly known as Excel Realty Trust, Inc.), a Maryland corporation
(hereinafter referred to as "Borrower"), which extension of credit and provision
of financial accommodations will be to the direct interest, advantage and
benefit of Guarantor, Guarantor does hereby absolutely, unconditionally and
irrevocably guarantee to Lender:
(a) the full and prompt payment when due, whether by acceleration or
otherwise, either before or after maturity thereof, of (i) that certain
Revolving Credit Note dated as of May 27, 1998, made by Borrower to the order of
BKB in the principal face amount of Thirty Million and No/100 Dollars
($30,000,000.00) and that certain Swing Loan Note dated as of March 31, 1998,
made by Borrower to the order of BKB in the principal face amount of Ten Million
and No/100 Dollars ($10,000,000.00) (hereinafter referred to collectively as the
"BKB Note"), and (ii) those certain Revolving Credit Notes (hereinafter referred
to as the "Additional Notes") dated various dates, made by Borrower to the order
of the Banks (other than BKB) in the aggregate principal face amount of Two
Hundred Twenty Million and No/100 Dollars ($220,000,000.00), together with
interest as provided in the BKB Note and the Additional Notes and together with
any replacements, supplements, renewals, modifications, consolidations,
restatements and extensions thereof; and
(b) the full and prompt payment when due, whether by acceleration or
otherwise, either before or after maturity thereof, of each other note as may be
issued under that certain First Amended and Restated Revolving Credit Agreement
dated as of March 31, 1998 among Borrower and BKB, for itself and as agent, and
the other lenders now or hereafter a party thereto, as amended by that certain
First Amendment to Amended and Restated Revolving Credit Agreement dated of even
date herewith (hereinafter referred to as the "Credit Agreement") together with
interest as provided in each such note, together with any replacements,
supplements, renewals, modifications, consolidations, restatements and
extensions thereof (the BKB Note, the Additional Notes and each of the notes
described in this subparagraph (b) is hereinafter referred to collectively as
the "Note"); and
<PAGE> 2
(c) the full and prompt payment and performance of all obligations of
Borrower to Lender under the terms of the Credit Agreement, including, without
limitation, the obligations of Borrower concerning hazardous materials contained
in Section 8.6 of the Credit Agreement, together with any replacements,
supplements, renewals, modifications, consolidations, restatements and
extensions thereof; and
(d) the full and prompt payment and performance of any and all other
obligations of Borrower to Lender under any other agreements, documents or
instruments now or hereafter evidencing, securing or otherwise relating to the
indebtedness evidenced by the Note or the Credit Agreement (the Note, the Credit
Agreement and said other agreements, documents and instruments are hereinafter
collectively referred to as the "Loan Documents" and individually referred to as
a "Loan Document");
provided, however, the liability of Guarantor hereunder shall not exceed the
Maximum Amount for Guarantor. As used herein, the term "Maximum Amount" means
with respect to Guarantor, the greater of (i) 95% of the greater of (A) the
Asset Value of all Unencumbered Operating Properties from time to time owned by
Guarantor or (B) the Debt Service Coverage Amount for all Unencumbered Operating
Properties from time to time owned by Guarantor or (ii) 95% of the difference,
from time to time, of (a) the fair saleable value of the properties of Guarantor
minus (b) the total liabilities of Guarantor (including the probable liabilities
on contingent or unliquidated obligations, but excluding the obligations of
Guarantor hereunder). Upon any transfer of an Unencumbered Operating Property
from one person liable with respect to the obligations guaranteed hereunder to
another person liable with respect to the obligations guaranteed hereunder, the
consideration given in connection with such transfer shall be deemed to include
associated increase in the Maximum Amount of the transferee and decrease in the
Maximum Amount of the transferor.
All terms used herein and not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.
1. Agreement to Pay and Perform; Costs of Collection. Guarantor does
hereby agree that if the Note is not paid by Borrower in accordance with its
terms, or if any and all sums which are now or may hereafter become due from
Borrower to Lender under the Loan Documents are not paid by Borrower in
accordance with their terms, or if any and all other obligations of Borrower to
Lender under the Note and the Loan Documents are not performed by Borrower in
accordance with their terms, Guarantor will immediately make such payments and
perform such obligations. Guarantor further agrees to pay Lender on demand all
reasonable costs and expenses (including court costs and reasonable attorneys'
fees and disbursements) paid or incurred by Lender in endeavoring to collect the
indebtedness guaranteed hereby, to enforce any of the other obligations of
Borrower guaranteed hereby, or any portion thereof, or to enforce this Guaranty,
and until paid to Lender, such sums shall bear interest at the default rate set
forth in the Credit Agreement unless collection from Guarantor of interest at
such rate would be contrary to
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<PAGE> 3
applicable law, in which event such sums shall bear interest at the highest rate
which may be collected from Guarantor under applicable law.
2. Reinstatement of Refunded Payments. If, for any reason, any payment
to Lender of any of the obligations guaranteed hereunder is required to be
refunded by Lender to Borrower, or paid or turned over to any other person,
including, without limitation, by reason of the operation of bankruptcy,
reorganization, receivership or insolvency laws or similar laws of general
application relating to creditors' rights and remedies now or hereafter enacted,
Guarantor agrees to pay the amount so required to be refunded, paid or turned
over (the "Turnover Payment"), the obligations of Guarantor shall not be treated
as having been discharged by the original payment to Lender giving rise to the
Turnover Payment, and this Guaranty shall be treated as having remained in full
force and effect for any such Turnover Payment so made by Lender, as well as for
any amounts not theretofore paid to Lender on account of such obligations.
3. Rights of Lender to Deal with Collateral, Borrower and Other
Persons. Guarantor hereby consents and agrees that Lender may at any time, and
from time to time, without thereby releasing Guarantor from any liability
hereunder and without notice to or further consent from any other Person, either
with or without consideration: release or surrender any lien or other security
of any kind or nature whatsoever held by it or by any person, firm or
corporation on its behalf or for its account, securing any indebtedness or
liability hereby guaranteed; substitute for any collateral so held by it, other
collateral of like kind, or of any kind; modify the terms of the Note or the
Loan Documents; extend or renew the Note for any period; grant releases,
compromises and indulgences with respect to the Note or the Loan Documents and
to any persons or entities now or hereafter liable thereunder or hereunder;
release any other guarantor, surety, endorser or accommodation party of the Note
or any other Loan Documents; or take or fail to take any action of any type
whatsoever. No such action which Lender shall take or fail to take in connection
with the Note or the Loan Documents, or any of them, or any security for the
payment of the indebtedness of Borrower to Lender or for the performance of any
obligations or undertakings of Borrower, nor any course of dealing with Borrower
or any other person, shall release Guarantor's obligations hereunder, affect
this Guaranty in any way or afford Guarantor any recourse against Lender. The
provisions of this Guaranty shall extend and be applicable to all replacements,
supplements, renewals, amendments, extensions, consolidations, restatements and
modifications of the Note and the Loan Documents, and any and all references
herein to the Note and the Loan Documents shall be deemed to include any such
replacements, supplements, renewals, extensions, amendments, consolidations,
restatements or modifications thereof. Without limiting the generality of the
foregoing, Guarantor acknowledges the terms of Section 18.3 of the Credit
Agreement and agrees that this Guaranty shall extend and be applicable to each
new or replacement note delivered by Borrower pursuant thereto without notice to
or further consent from Guarantor.
4. No Contest with Lender; Subordination. So long as any obligation
hereby guaranteed remains unpaid or undischarged, Guarantor will not, by paying
any sum recoverable hereunder (whether or not demanded by Lender) or by any
means or on any other ground, claim any set-off or counterclaim against Borrower
in respect of any liability of Guarantor to Borrower
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<PAGE> 4
or, in proceedings under federal bankruptcy law or insolvency proceedings of any
nature, prove in competition with Lender in respect of any payment hereunder or
be entitled to have the benefit of any counterclaim or proof of claim or
dividend or payment by or on behalf of Borrower or the benefit of any other
security for any obligation hereby guaranteed which, now or hereafter, Lender
may hold or in which it may have any share. Guarantor hereby expressly waives
any right of contribution from or indemnity against Borrower, whether at law or
in equity, arising from any payments made by Guarantor pursuant to the terms of
this Guaranty, and Guarantor acknowledges that Guarantor has no right whatsoever
to proceed against Borrower for reimbursement of any such payments. In
connection with the foregoing, Guarantor expressly waives any and all rights of
subrogation to Lender against Borrower, and Guarantor hereby waives any rights
to enforce any remedy which Lender may have against Borrower and any rights to
participate in any collateral for Borrower's obligations under the Loan
Documents. Guarantor hereby subordinates any and all indebtedness of Borrower
now or hereafter owed to Guarantor to all indebtedness of Borrower to Lender,
and agrees with Lender that (a) Guarantor shall not demand or accept any payment
from Borrower on account of such indebtedness, (b) Guarantor shall not claim any
offset or other reduction of Guarantor's obligations hereunder because of any
such indebtedness, and (c) Guarantor shall not take any action to obtain any
interest in any of the security described in and encumbered by the Loan
Documents because of any such indebtedness; provided, however, that, if Lender
so requests, such indebtedness shall be collected, enforced and received by
Guarantor as trustee for Lender and be paid over to Lender on account of the
indebtedness of Borrower to Lender, but without reducing or affecting in any
manner the liability of Guarantor under the other provisions of this Guaranty
except to the extent the principal amount of such outstanding indebtedness shall
have been reduced by such payment.
5. Waiver of Defenses. Guarantor hereby agrees that its obligations
hereunder shall not be affected or impaired by, and hereby waives and agrees not
to assert or take advantage of any defense based on:
(a) any statute of limitations in any action hereunder or for
the collection of the Note or for the payment or performance of any obligation
hereby guaranteed;
(b) the incapacity, lack of authority, death or disability of
Borrower or any other person or entity, or the failure of Lender to file or
enforce a claim against the estate (either in administration, bankruptcy or in
any other proceeding) of Borrower or Guarantor or any other person or entity;
(c) the dissolution or termination of existence of Borrower or
Guarantor or any other Person;
(d) the voluntary or involuntary liquidation, sale or other
disposition of all or substantially all of the assets of Borrower;
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<PAGE> 5
(e) the voluntary or involuntary receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization, assignment,
composition, or readjustment of, or any similar proceeding affecting, Borrower
or Guarantor, or of Borrower's or any Guarantor's properties or assets;
(f) the damage, destruction, condemnation, foreclosure or
surrender of all or any part of the Real Estate or any of the improvements
located thereon;
(g) the failure of Lender to give notice of the existence,
creation or incurring of any new or additional indebtedness or obligation or of
any action or nonaction on the part of any other person whomsoever in connection
with any obligation hereby guaranteed;
(h) any failure or delay of Lender to commence an action
against Borrower, to assert or enforce any remedies against Borrower under the
Note or the Loan Documents, or to realize upon any security;
(i) any failure of any duty on the part of Lender to disclose
to Guarantor any facts it may now or hereafter know regarding Borrower, the Real
Estate or any of the improvements located thereon, whether such facts materially
increase the risk to Guarantor or not;
(j) failure to accept or give notice of acceptance of this
Guaranty by Lender;
(k) failure to make or give notice of presentment and demand
for payment of any of the indebtedness or performance of any of the obligations
hereby guaranteed;
(l) failure to make or give protest and notice of dishonor or
of default to Guarantor or to any other party with respect to the indebtedness
or performance of obligations hereby guaranteed;
(m) except as otherwise specifically provided in this
Guaranty, any and all other notices whatsoever to which Guarantor might
otherwise be entitled;
(n) any lack of diligence by Lender in collection, protection
or realization upon any collateral securing the payment of the indebtedness or
performance of obligations hereby guaranteed;
(o) the invalidity or unenforceability of the Note or any of
the Loan Documents;
(p) the compromise, settlement, release or termination of any
or all of the obligations of Borrower under the Note or the Loan Documents;
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<PAGE> 6
(q) any transfer by Borrower or any other Person of all or any
part of the security encumbered by the Loan Documents;
(r) the failure of Lender to perfect any security or to extend
or renew the perfection of any security; or
(s) to the fullest extent permitted by law, any other legal,
equitable or surety defenses whatsoever to which Guarantor might otherwise be
entitled, it being the intention that the obligations of Guarantor hereunder are
absolute, unconditional and irrevocable.
6. Guaranty of Payment and Performance and Not of Collection. This is a
Guaranty of payment and performance and not of collection. The liability of
Guarantor under this Guaranty shall be primary, direct and immediate and not
conditional or contingent upon the pursuit of any remedies against Borrower or
any other person, nor against securities or liens available to Lender, its
successors, successors in title, endorsees or assigns. Guarantor hereby waives
any right to require that an action be brought against Borrower or any other
person or to require that resort be had to any security or to any balance of any
deposit account or credit on the books of Lender in favor of Borrower or any
other person.
7. Rights and Remedies of Lender. In the event of a default under the
Note or the Loan Documents, or any of them, Lender shall have the right to
enforce its rights, powers and remedies thereunder or hereunder or under any
other agreement, document or instrument now or hereafter evidencing, securing or
otherwise relating to the indebtedness evidenced by the Note or secured by the
Loan Documents, in any order, and all rights, powers and remedies available to
Lender in such event shall be nonexclusive and cumulative of all other rights,
powers and remedies provided thereunder or hereunder or by law or in equity.
Accordingly, Guarantor hereby authorizes and empowers Lender upon the occurrence
of any event of default under the Note or the Loan Documents, at its sole
discretion, and without notice to Guarantor, to exercise any right or remedy
which Lender may have, including, but not limited to, judicial foreclosure,
exercise of rights of power of sale, acceptance of a deed or assignment in lieu
of foreclosure, appointment of a receiver to collect rents and profits, exercise
of remedies against personal property, or enforcement of any assignment of
leases, as to any security, whether real, personal or intangible. At any public
or private sale of any security or collateral for any indebtedness or any part
thereof guaranteed hereby, whether by foreclosure or otherwise, Lender may, in
its discretion, purchase all or any part of such security or collateral so sold
or offered for sale for its own account and may apply against the amount bid
therefor all or any part of the balance due it pursuant to the terms of the Note
or any other Loan Document without prejudice to Lender's remedies hereunder
against Guarantor for deficiencies. If the indebtedness guaranteed hereby is
partially paid by reason of the election of Lender to pursue any of the remedies
available to Lender, or if such indebtedness is otherwise partially paid, this
Guaranty shall nevertheless remain in full force and effect, and Guarantor shall
remain liable for the entire balance of the indebtedness guaranteed hereby even
though any rights which Guarantor may have against Borrower may be destroyed or
diminished by the exercise of any such remedy.
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<PAGE> 7
8. Application of Payments. Guarantor hereby authorizes Lender, without
notice to Guarantor, to apply all payments and credits received from Borrower or
from Guarantor or realized from any security in such manner and in such priority
as Lender in its sole judgment shall see fit to the indebtedness, obligation and
undertakings which are the subject of this Guaranty.
9. Business Failure, Bankruptcy or Insolvency. In the event of the
business failure of Guarantor or if there shall be pending any bankruptcy or
insolvency case or proceeding with respect to Guarantor under federal bankruptcy
law or any other applicable law or in connection with the insolvency of
Guarantor, or if a liquidator, receiver, or trustee shall have been appointed
for Guarantor or Guarantor's properties or assets, Lender may file such proofs
of claim and other papers or documents as may be necessary or advisable in order
to have the claims of Lender allowed in any proceedings relative to Guarantor,
or any of Guarantor's properties or assets, and, irrespective of whether the
indebtedness or other obligations of Borrower guaranteed hereby shall then be
due and payable, by declaration or otherwise, Lender shall be entitled and
empowered to file and prove a claim for the whole amount of any sums or sums
owing with respect to the indebtedness or other obligations of Borrower
guaranteed hereby, and to collect and receive any moneys or other property
payable or deliverable on any such claim. Guarantor covenants and agrees that
upon the commencement of a voluntary or involuntary bankruptcy proceeding by or
against Borrower, Guarantor shall not seek a supplemental stay or otherwise
pursuant to 11 U.S.C. Section 105 or any other provision of the Bankruptcy
Reform Act of 1978, as amended, or any other debtor relief law (whether
statutory, common law, case law, or otherwise) of any jurisdiction whatsoever,
now or hereafter in effect, which may be or become applicable, to stay,
interdict, condition, reduce or inhibit the ability of Lender to enforce any
rights of Lender against Guarantor by virtue of this Guaranty or otherwise.
10. Financial Statements and Other Information. Guarantor hereby
represents and warrants to Lender that all financial statements of Guarantor and
its Subsidiaries heretofore delivered by Guarantor to Lender are true and
correct in all material respects, have been prepared in accordance with
generally accepted accounting principles consistently applied, and fairly
present the financial condition of Guarantor and its Subsidiaries as at the
close of business on the date thereof and the results of operations for the
period then ended; that no material adverse change has occurred in the assets,
liabilities, financial condition or business of Guarantor and its Subsidiaries
as shown or reflected therein since the date thereof; and that Guarantor and its
Subsidiaries have no liabilities or known contingent liabilities involving
material amounts which are not reflected in such financial statements or
referred to in the notes thereto other than Guarantor's obligations under this
Guaranty. Guarantor hereby agrees that until all indebtedness guaranteed hereby
has been completely repaid, all obligations and undertakings of Borrower under,
by reason of, or pursuant to the Note and the Loan Documents have been
completely performed and Lender has no further obligation to make Loans to
Borrower pursuant to the Credit Agreement, Guarantor will deliver to Lender:
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<PAGE> 8
(a) as soon as practicable and in any event within 90 days
after the end of each fiscal year of Guarantor, copies of the unaudited
consolidated balance sheet of Guarantor and its Subsidiaries as of the end of
such fiscal year, and the related unaudited consolidated statement of operations
and statement of cash flows for such fiscal year, all in reasonable detail and
prepared in accordance with generally accepted accounting principals, together
with a certificate by the principal financial or accounting officer of Guarantor
that the information contained in such financial statements fairly presents the
financial portion of Guarantor on the date thereof;
(b) contemporaneously with the delivery of the financial
statements referred to in clause (a) above, a statement of all contingent
liabilities of Guarantor and its Subsidiaries which are not reflected in such
financial statements or referred to in the notes thereto (including, without
limitation, all guarantees, endorsements and other contingent obligations in
respect of indebtedness of others, and obligations to reimburse the issuer in
respect of any letters of credit), all in reasonable detail and certified by the
principal financial or accounting officer of Guarantor;
(c) promptly after they are filed with the Internal Revenue
Service, copies of all annual federal income tax returns and amendments thereto
of Guarantor;
(d) concurrently with the delivery of the financial statements
described in clause (a) above, a certificate signed by the president or chief
financial officer of Guarantor to the effect that, having read this Guaranty,
and that based upon an examination which they deem sufficient to enable them to
make an informed statement, there does not exist any Default or Event of
Default, or if such Default or Event of Default has occurred, specifying the
facts with respect thereto;
(e) promptly upon becoming aware thereof, written notice from
Guarantor of any event or condition which might have a material adverse effect
on the business, operations, assets, condition (financial or otherwise) or
prospects of Guarantor or any of its Subsidiaries or the ability of Guarantor to
perform under this Guaranty (including but not limited to, litigation commenced
or threatened in writing against Guarantor or any of its Subsidiaries, judgments
rendered against Guarantor or any of its Subsidiaries, liens filed against any
property of Guarantor, defaults claimed under indebtedness for borrowed money
for which Guarantor or any of its Subsidiaries is primarily or secondarily
liable, or bankruptcy, insolvency or trustee or receivership proceedings
commenced against Guarantor or any of its Subsidiaries), such notice to specify
the nature and the period of existence of such event or condition, the
anticipated effect thereof, and what action Guarantor is taking or proposes to
take with respect thereto; and
(f) with reasonable promptness, such other information
respecting the business, operations, assets, liabilities and financial condition
of Guarantor and its Subsidiaries as Lender may from time to time reasonably
request. Without limiting the foregoing, Lender may require that Guarantor
deliver to Lender financial information concerning Guarantor and its
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<PAGE> 9
Subsidiaries on a more frequent basis, including without limitation the delivery
of unaudited quarterly financial statements.
Guarantor will permit any officer designated by Lender, at Guarantor's expense,
to visit and inspect any of the properties of Guarantor and its Subsidiaries, to
examine the records and books of account of Guarantor and its Subsidiaries (and
to make copies thereof and extracts therefrom) and to discuss the affairs,
finances and accounts of Guarantor with, and to be advised as to the same by,
its officers, all at such reasonable times and intervals Lender may reasonably
request.
11. Covenants of Guarantor. Guarantor hereby covenants and agrees with
Lender that until all indebtedness guaranteed hereby has been completely repaid,
all obligations and undertakings of Borrower under, by reason of, or pursuant to
the Note and the Loan Documents have been completely performed and Lender has no
further obligation to make Loans to Borrower pursuant to the Credit Agreement:
(a) Guarantor will, and will cause each of its Subsidiaries
to, do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate or legal existence, material rights and
franchises, as applicable, to effect and maintain its foreign qualifications,
licensing, domestication or authorization in each jurisdiction where the
Unencumbered Operating Properties owned by it are located and in each other
jurisdiction where a failure to be so qualified could have a materially adverse
effect on the business, assets or financial condition of such person, and to
comply with all applicable laws and regulations (including, without limitation,
environmental laws);
(b) Guarantor will, and will cause each of its Subsidiaries
to, duly pay and discharge, before the same shall become in arrears, all taxes,
assessments and other governmental charges imposed upon it and its properties,
sales or activities, or upon the income or profits therefrom, as well as claims
for labor, material, or supplies which if unpaid might become a lien or charge
on any of its property; provided that any such tax, assessment, charge or claim
need not be paid if the validity or amount thereof shall currently be contested
in good faith by appropriate proceedings and if Guarantor or such Subsidiary
shall have set aside on its books adequate reserves with respect thereto; and
provided further that Guarantor or such Subsidiary shall pay all such taxes,
assessments, charges and claims forthwith upon the commencement of proceedings
to foreclose any lien that may have attached as security therefor;
(c) Guarantor will, and will cause each of its Subsidiaries
to, maintain and keep the properties used or deemed by it to be useful in its
business in first-class repair, working order and condition, and make or cause
to be made all necessary and proper repairs thereto and replacements thereof;
(d) Guarantor will, and will cause each of its Subsidiaries
to, maintain with financially sound and reputable insurers, insurance with
respect to its properties and business
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<PAGE> 10
against such casualties and contingencies and in such types and amounts as shall
be in accordance with sound business practices for companies in similar business
similarly situated;
(e) Guarantor will keep, and will cause each of its
Subsidiaries to keep, complete, proper and accurate records and books of account
in which full, true and correct entries will be made in accordance with
generally accepted accounting principles consistent with the preparation of the
financial statements heretofore delivered to Lender and will maintain adequate
accounts and reserves for all taxes (including income taxes), all depreciation,
depletion, and amortization of its properties and the properties of its
Subsidiaries, all other contingencies, and all other proper reserves;
(f) Guarantor will not, and will not permit any of its
Subsidiaries to, create, incur, assume, guarantee or be or remain liable,
contingently or otherwise, with respect to any Indebtedness other than:
(i) Indebtedness to Lender arising under any of the Note, the
Loan Documents and this Guaranty;
(ii) current liabilities of Guarantor incurred in the ordinary
course of business but not incurred through the borrowing of money or
the obtaining of credit except for credit on an open account basis
customarily extended and in fact extended in connection with normal
purchases of goods and services;
(iii) Indebtedness in respect of taxes, assessments and
governmental charges to the extent that payment therefor shall not at
the time be required to be made in accordance with the provisions of
subparagraph (b) of this paragraph;
(iv) Indebtedness in respect of judgments or awards that have
been in force for less than the applicable period for taking an appeal
so long as execution is not levied thereunder or in respect of which
Guarantor shall at the time in good faith be prosecuting an appeal or
proceedings for review and in respect of which a stay of execution
shall have been obtained pending such appeal or review;
(v) endorsements for collection, deposit or negotiation and
warranties of products or services, in each case incurred in the
ordinary course of business; and
(vi) Indebtedness permitted under Section8.1 of the Credit
Agreement.
(g) Guarantor will not, and will not permit any of its
Subsidiaries to, create or incur or suffer to be created or incurred or to exist
any Lien; provided that Guarantor and any Subsidiary of Guarantor may create or
incur or suffer to be created or incurred or to exist:
(i) liens to secure taxes, assessments and other governmental
charges or claims for labor, material or supplies in respect of
obligations not overdue;
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<PAGE> 11
(ii) liens with respect of judgments or awards, the
Indebtedness with respect to which is permitted by subparagraph (f)(iv)
of this paragraph;
(iii) liens in favor of Lender as security for the
Obligations; and
(iv) liens specifically permitted pursuant to Section 8.2 of
the Credit Agreement;
(h) Guarantor will not, and will not permit any of its
Subsidiaries to, become a party to any merger, consolidation or other business
combination, or agree to effect any asset acquisition, stock acquisition or
other acquisition (except to the extent Borrower may do so under the Credit
Agreement) without the prior written consent of the Majority Banks, which
consent shall not be unreasonably withheld, except (i) the merger or
consolidation of one or more of the Subsidiaries of Guarantor with and into
Guarantor, or (ii) the merger or consolidation of two or more Subsidiaries of
Guarantor; provided, however, that in no event shall the Borrower or Guarantor
be merged, consolidated or combined with or into any Guarantor, any other
guarantor or any Subsidiary thereof without the prior written consent of the
Majority Banks;
(i) Guarantor will not, and will not permit any of its
Subsidiaries to, become a party to or agree to or affect any disposition of
assets, other than the disposition of assets in the ordinary course of business
(but subject to the terms of the Credit Agreement);
(j) Subject to the terms of the Credit Agreement, Guarantor
shall cause its Subsidiaries to operate their respective businesses as described
in the Prospectus and in compliance with the terms and conditions of this
Guaranty and the other Loan Documents;
(k) Subject to subparagraph (l) of this paragraph, Guarantor
shall promptly distribute to the Borrower (but not less frequently than once
each fiscal quarter of the Borrower), whether in the form of dividends,
distributions or otherwise, all profits, proceeds or other income relating to or
arising from Guarantor's and its Subsidiaries' use, operation, financing,
refinancing, sale or other disposition of their respective assets and properties
after (a) the payment by Guarantor and each Subsidiary of its Debt Service and
operating expenses for such quarter and (b) the establishment of reasonable
reserves for the payment of operating expenses not paid on at least a quarterly
basis and capital improvements to be made to Guarantor's or such Subsidiary's
assets and properties approved by Guarantor or such Subsidiary in the ordinary
course of business consistent with its past practices;
(l) In the event that an Event of Default shall have occurred
and be continuing, the Guarantor shall make no Distributions other than those
expressly permitted by Section 8.7(b) of the Credit Agreement;
(m) Guarantor shall at all times comply with all covenants and
provisions of the Credit Agreement and the Loan Documents applicable to
Guarantor; and
-11-
<PAGE> 12
(n) Guarantor will cooperate with Lender and execute such
further instruments and documents as Lender shall reasonably request to carry
out to their satisfaction the transactions contemplated by this Guaranty and the
other Loan Documents.
12. Security and Rights of Set-off. Guarantor hereby grants to Lender,
as security for the full and prompt payment and performance of Guarantor's
obligations hereunder, a continuing lien on and security interest in any and all
securities or other property belonging to Guarantor now or hereafter held by
Lender and in any and all deposits (general or specific, time or demand,
provisional or final, regardless of currency, maturity, or the branch of Lender
where the deposits are held) now or hereafter held by Lender and other sums
credited by or due from Lender to Guarantor or subject to withdrawal by
Guarantor; and regardless of the adequacy of any collateral or other means of
obtaining repayment of such obligations, during the continuance of any Event of
Default under the Note or the Loan Documents, Lender may at any time and without
notice to Guarantor set-off and apply the whole or any portion or portions of
any or all such deposits and other sums against amounts payable under this
Guaranty, whether or not any other person or persons could also withdraw money
therefrom. Any security now or hereafter held by or for Guarantor and provided
by Borrower, or by anyone on Borrower's behalf, in respect of liabilities of
Guarantor hereunder shall be held in trust for Lender as security for the
liabilities of Guarantor hereunder.
13. Changes in Writing; No Revocation. This Guaranty may not be changed
orally, and no obligation of Guarantor can be released or waived by Lender
except by a writing signed by a duly authorized officer of Lender. This Guaranty
shall be irrevocable by Guarantor until all indebtedness guaranteed hereby has
been completely repaid and all obligations and undertakings of Borrower under,
by reason of, or pursuant to the Note and the Loan Documents have been
completely performed and Borrower has no further rights to receive Loans under
the Credit Agreement.
14. Notices. All notices, demands or requests provided for or permitted
to be given pursuant to this Guaranty (hereinafter in this paragraph referred to
as "Notice") must be in writing and shall be deemed to have been properly given
or served by personal delivery or by sending same by overnight courier or by
depositing the same in the United States mail, postpaid and registered or
certified, return receipt requested, at the addresses set forth below. Each
Notice shall be effective upon being delivered personally or upon being sent by
overnight courier or upon being deposited in the United States Mail as
aforesaid. The time period in which a response to any such Notice must be given
or any action taken with respect thereto, however, shall commence to run from
the date of receipt if personally delivered or sent by overnight courier or, if
so deposited in the United States Mail, the earlier of three (3) Business Days
following such deposit and the date of receipt as disclosed on the return
receipt. Rejection or other refusal to accept or the inability to deliver
because of changed address of which no Notice was given shall be deemed to be
receipt of the Notice sent. By giving at least fifteen (15) days prior Notice
thereof, Guarantor or Lender shall have the right from time to time and at any
time during the term of this Guaranty to change their respective addresses and
each shall have the
-12-
<PAGE> 13
right to specify as its address any other address within the United States of
America. For the purposes of this Guaranty:
The address of Lender is:
BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110
Attn: Real Estate Division
with a copy to:
BankBoston, N.A.
115 Perimeter Center Place, N.E.
Suite 500
Atlanta, Georgia 30346
Attn: Jeffrey L. Warwick
and a copy to each other Lender which may now or hereafter become a party to the
Credit Agreement at such address as may be designated by such Lender.
The address of Guarantor is: With a copy to:
New Plan Realty Trust New Plan Excel Realty Trust, Inc.
1120 Avenue of the Americas 16955 Via Del Campo, Suite 110
New York, New York 10036 San Diego, California 92127
Attn: Chief Financial Officer Attn: Chief Financial Officer
15. GOVERNING LAW. GUARANTOR ACKNOWLEDGES AND AGREES THAT THIS GUARANTY
AND THE OBLIGATIONS OF GUARANTOR HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED
AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
If, notwithstanding the provisions of Section 15 above, this Guaranty
is deemed to be governed by California law, then the following shall apply but
shall not in any way limit the generality of any other provisions contained in
this Guaranty.
Guarantor hereby waives (a) any defense of Guarantor based upon
Lender's election of any remedy against Guarantor or Borrower or both; (b) any
defense based upon Lender's failure to disclose to Guarantor any information
concerning Borrower's financial condition or any other circumstances bearing on
Borrower's ability to pay all sums payable under the Loan Documents;
-13-
<PAGE> 14
(c) any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in any other
respects more burdensome than that of a principal; (d) any defense based upon
Lender's election, in any proceeding instituted under the Federal Bankruptcy
Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or
any successor statute; (e) any right of subrogation, any right to enforce any
remedy which Lender may have against Borrower and any right to participate in,
or benefit from, any security for any of the Loan Documents now or hereafter
held by Lender; and (f) benefit of any statute of limitations affecting the
liability of Guarantor hereunder or the enforcement hereof. Without limiting the
generality of the foregoing or any other provision hereof, Guarantor expressly
waives any and all benefits which might otherwise be available to Guarantor
under Sections 2787 to 2855, inclusive, of the California Civil Code, including
without limitation, Sections 2809, 2810, 2819, 2839, 2845, 2849 and 2850, and
all benefits which might otherwise be available to Guarantor under Sections 2899
and 3433 of the California Civil Code and the California Code of Civil Procedure
Sections 580a, 580b, 580d and 726, or any of such sections. Furthermore, without
limitation of any waiver otherwise set forth herein, Guarantor waives all rights
and defenses arising out of an election of remedies by the Lender even though
that election of remedies, such as a nonjudicial foreclosure with respect to the
security for a guaranteed obligation, has destroyed Guarantor's rights of
subrogation and reimbursement against the principal by operation of Section 580d
of the California Code of Civil Procedure or otherwise.
16. CONSENT TO JURISDICTION; WAIVERS. GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY (A) SUBMITS TO PERSONAL JURISDICTION IN THE COMMONWEALTH OF
MASSACHUSETTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS GUARANTY, AND (B) WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY
STATE (I) TO THE RIGHT, IF ANY, TO TRIAL BY JURY(LENDER HAVING ALSO WAIVED SUCH
RIGHT TO TRIAL BY JURY), (II) TO OBJECT TO JURISDICTION WITHIN THE COMMONWEALTH
OF MASSACHUSETTS OR VENUE IN ANY PARTICULAR FORUM WITHIN THE COMMONWEALTH OF
MASSACHUSETTS, AND (III) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN OR IN
ADDITION TO ACTUAL DAMAGES. EACH LENDER IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY AND ALL RIGHTS UNDER THE LAWS OF ANY STATE TO THE RIGHT, IF ANY, TO TRIAL BY
JURY. GUARANTOR AGREES THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS
PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT,
ACTION OR PROCEEDING MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO GUARANTOR AT THE ADDRESS SET FORTH IN PARAGRAPH 14 ABOVE,
AND SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL BE SO
MAILED. NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT LENDER FROM BRINGING
ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS AGAINST ANY SECURITY AND
-14-
<PAGE> 15
AGAINST GUARANTOR PERSONALLY, AND AGAINST ANY PROPERTY OF GUARANTOR, WITHIN ANY
OTHER STATE. INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH ACTION IN
ANY STATE SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED
HEREIN THAT THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN THE
RIGHTS AND OBLIGATIONS OF GUARANTOR AND LENDER HEREUNDER OR OF THE SUBMISSION
HEREIN MADE BY GUARANTOR TO PERSONAL JURISDICTION WITHIN THE COMMONWEALTH OF
MASSACHUSETTS. GUARANTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT COURT. GUARANTOR CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS AND ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THIS
GUARANTY AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS PARAGRAPH 16. GUARANTOR
ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS PARAGRAPH 16 WITH ITS
LEGAL COUNSEL AND THAT GUARANTOR AGREES TO THE FOREGOING AS ITS FREE, KNOWING
AND VOLUNTARY ACT.
17. Successors and Assigns. The provisions of this Guaranty shall be
binding upon Guarantor and its heirs, successors, successors in title, legal
representatives, and assigns, and shall inure to the benefit of Lender, its
successors, successors in title, legal representatives and assigns.
18. Assignment by Lender. This Guaranty is assignable by Lender in
whole or in part in conjunction with any assignment of the Note or portions
thereof, and any assignment hereof or any transfer or assignment of the Note or
portions thereof by Lender shall operate to vest in any such assignee the rights
and powers, in whole or in part, as appropriate, herein conferred upon and
granted to Lender.
19. Severability. If any term or provision of this Guaranty shall be
determined to be illegal or unenforceable, all other terms and provisions hereof
shall nevertheless remain effective and shall be enforced to the fullest extent
permitted by law.
20. Disclosure. Guarantor agrees that in addition to disclosures made
in accordance with standard banking practices, any Lender may disclose
information obtained by such Lender pursuant to this Guaranty to assignees or
participants and potential assignees or participants hereunder.
-15-
<PAGE> 16
21. No Unwritten Agreements. THIS GUARANTY REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
22. Time of the Essence. Time is of the essence with respect to each
and every covenant, agreement and obligation of Guarantor under this Guaranty.
23. Ratification. Guarantor does hereby restate, reaffirm and ratify
each and every warranty and representation regarding Guarantor or its
Subsidiaries set forth in the Credit Agreement as if the same were more fully
set forth herein.
24. Counterparts. This Guaranty and any amendment hereof may be
executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and all of
which together shall constitute one instrument. In proving this Guaranty it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought.
25. Limited Resource Obligations. This Guaranty has been negotiated,
executed and delivered on behalf of the Guarantor by the trustees or officers
thereof in their representative capacity under an Amended and Restated
Declaration of Trust dated as of January 15, 1996, as supplemented and amended,
and not individually, and bind only the trust estate of the Guarantor, and no
trustee, officer, employee, agent or shareholder of the Guarantor shall be bound
or held to any personal liability or responsibility in connection with the
agreements, obligations and undertakings of the Guarantor hereunder, and any
person or entity dealing with the Guarantor in connection therewith shall look
only to the trust estate for the payment of any claim or for the performance of
any agreement, obligation or undertaking thereunder.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty under seal as
of this 28th day of September, 1998.
NEW PLAN REALTY TRUST,
a Massachusetts business trust
By: /s/ DEAN BERNSTEIN
Name: Dean Bernstein
Title: Vice President
(SEAL)
-16-
<PAGE> 17
Lender joins in the execution of this Guaranty for the sole and limited
purpose of evidencing its agreement to waiver of the right to trial by jury
contained in Section 16(b)(i) hereof and Section 25 of the Credit Agreement.
BANKBOSTON, N.A.,
As Agent for Lender
By: /s/ JEFFREY L. WARWICK
Name: Jeffrey L. Warwick
Title: Director
[BANK SEAL]
-17-
<PAGE> 1
EXHIBIT 12
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The following table sets forth the ratio of earnings to fixed charges
and preferred stock dividend requirements for the periods indicated:
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
17.0 8.1 4.9 3.5 3.0
</TABLE>
For purposes of computing these ratios, earnings have been calculated by
adding fixed charges (excluding capitalized interest and preferred stock
dividends) to income before extraordinary items. Fixed charges consist of
interest costs, whether expensed or capitalized, preferred stock dividend
requirements, the interest component of rental expense, if any, and amortization
of debt discounts and issue costs, whether expensed or capitalized.
CALCULATION OF COMBINED RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
YEAR ENDED JULY 31, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<S> <C>
EARNINGS:
Net income $90,573
Interest expense (including amortization of debt discount and issuing costs) 36,815
Other adjustments 551
--------
$127,951
========
FIXED CHARGES:
Interest expense (including amortization of debt discount and issuing costs) $36,815
Capitalized interest 12
Preferred stock dividends 5,850
Other adjustments 372
--------
$43,049
========
RATIO OF EARNINGS TO FIXED CHARGES 3.0
</TABLE>
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
New Plan Realty Trust, the Registrant.
New Plan Securities Corp., a New York corporation.
New Plan Realty of Alabama, Inc., an Alabama corporation.
Avion Service Corp., a Pennsylvania corporation.
New Plan Realty of Kingsport, Inc., a Tennessee corporation.
New Plan Factory Malls, Inc., a Delaware corporation
New Plan of Tara, Inc., a Delaware corporation
New Plan of Fashion Corners, Inc., a Delaware corporation
New Plan Disbursing Corp., a Delaware corporation
New Plan Realty of Louisiana, Inc., a Delaware corporation
New Plan of Tennessee, Inc., a Delaware corporation
New Plan Realty of Louisiana, L.P., a Delaware limited partnership
New Plan of Waterford Place, L.P., a Delaware limited partnership
New Plan of Tennessee, L.P., a Delaware limited partnership
New Plan of New Garden, Inc., a Delaware corporation
New Plan of New Jersey, Inc., a Delaware corporation
New Plan of Tinton Falls, Inc., a Delaware corporation
New Plan of Eastgreen, Inc., a Delaware corporation
New Plan of Northgate, Inc., a Delaware corporation
New Plan of Polo Run, Inc., a Delaware corporation
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statements of
New Plan Realty Trust on Forms S-3 (File Nos. 333-15635, 033-61383, and
033-53311) and on Forms S-8 (File Nos. 33-57946 and 33-59077), of our report
dated September 9, 1998, except for Note Q for which date is September 28, 1998,
on our audits of the consolidated financial statements and financial statement
schedules of New Plan Realty Trust and Subsidiaries, as of July 31, 1998 and
1997 and for the years ended July 31, 1998, 1997 and 1996, which report is
included in this Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
New York, New York
October 28, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> JUL-31-1998
<CASH> 26,284
<SECURITIES> 1,787
<RECEIVABLES> 14,025
<ALLOWANCES> 7,926
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,452,738
<DEPRECIATION> 136,978
<TOTAL-ASSETS> 1,384,525
<CURRENT-LIABILITIES> 0
<BONDS> 576,888
0
72,775
<COMMON> 757,547
<OTHER-SE> (65,796)
<TOTAL-LIABILITY-AND-EQUITY> 1,384,525
<SALES> 0
<TOTAL-REVENUES> 250,259
<CGS> 0
<TOTAL-COSTS> 115,889
<OTHER-EXPENSES> 2,770
<LOSS-PROVISION> 4,171
<INTEREST-EXPENSE> 36,815
<INCOME-PRETAX> 90,573
<INCOME-TAX> 0
<INCOME-CONTINUING> 90,573
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 90,573
<EPS-PRIMARY> 1.43
<EPS-DILUTED> 1.42
</TABLE>
<PAGE> 1
EXHIBIT 99.1
UNAUDITED PRO FORMA OPERATING AND FINANCIAL INFORMATION
The following tables set forth summary consolidated pro forma operating
and financial information of New Plan Excel Realty Trust, Inc. for the year
ended July 31, 1998 as if the merger of New Plan and Excel and each respective
entity's property acquisitions during its current fiscal year had occurred on
July 31, 1998 for balance sheet data and August 1, 1997 for income statement
data. Information with respect to Excel is as of June 30, 1998 for balance sheet
data and for the year ended June 30, 1998 for income statement data. The pro
forma data included herein may not be indicative of the actual results or
financial position had the merger of New Plan and Excel and the property
acquisitions occurred on the dates indicated.
The merger of New Plan and Excel has been accounted for as an acquisition
of Excel by New Plan using the purchase method of accounting. The pro forma
adjustments related to the merger are based on preliminary estimates of value.
Actual adjustments will be based on the results of various appraisals and
analysis of fair values.
<PAGE> 2
NEW PLAN EXCEL REALTY TRUST, INC.
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS - UNAUDITED
(In Thousands)
<TABLE>
<CAPTION>
New Plan Excel
Historical Historical Pro Forma
July 31, June 30, Combined Pro Forma
1998 (2A) 1998 (2A) Adjustments Totals
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Real estate, net $ 1,315,760 $ 902,133 $ 289,873(2B) $ 2,507,766
Cash 26,284 63,472 (12,200)(2C) 77,556
Accounts receivable, net 15,401 2,974 -- 18,375
Notes receivable - affiliates -- 66,616 -- 66,616
Notes receivable - other 13,878 30,975 -- 44,853
Other assets 13,202 21,153 10,556(2D) 44,911
----------- ----------- ----------- -----------
Total assets $ 1,384,525 $ 1,087,323 $ 288,229 $ 2,760,077
=========== =========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages and other notes payable $ 576,888 $ 380,761 $ 9,083(2E) $ 966,732
Capital leases -- 27,229 -- 27,229
Accounts payable, accrued expenses and other
liabilities 43,110 18,755 -- 61,865
----------- ----------- ----------- -----------
Total liabilities 619,998 426,745 9,083 1,055,826
----------- ----------- ----------- -----------
Minority interest in partnership -- 41,249 -- 41,249
----------- ----------- ----------- -----------
Stockholders' Equity:
Preferred stock 72,775 28 (72,774)(2F) 29
Beneficial interests 759,853 -- (759,853)(2F) --
Common stock -- 234 646(2F) 880
Additional paid-in capital -- 661,260 1,068,934(2F) 1,730,194
Accumulated distributions in excess of net
income (66,608) (42,193) 42,193(2F) (66,608)
Loans receivable - purchase of shares (2,306) -- -- (2,306)
Unrealized gain on securities 813 -- -- 813
----------- ----------- ----------- -----------
Total stockholders' equity 764,527 619,329 279,146 1,663,002
----------- ----------- ----------- -----------
Total liabilities and stockholders' equity $ 1,384,525 $ 1,087,323 $ 288,229 $ 2,760,077
=========== =========== =========== ===========
</TABLE>
The accompanying notes and management's assumptions are an integral part of this
statement.
<PAGE> 3
NEW PLAN EXCEL REALTY TRUST, INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME - UNAUDITED
FOR THE YEAR ENDED JULY
31, 1998 (In Thousands,
Except Per Share Amounts)
<TABLE>
<CAPTION>
New Plan
New Plan Property Excel
Historical Acquisitions Historical Excel Property
Year Ended Aug. 1, 1997 Year Ended Acquisitions
July 31, to July 31, New Plan June 30, July 1, 1997 to Excel Legacy
1998 (3A) 1998 Pro Forma 1998 (3A) June 30, 1998 Spin-off
--------- ------------ --------- --------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental $ 246,309 $ 12,894 $ 259,203 $ 113,069 $ 19,075 $ (3,703)
Interest and other 3,950 (266) 3,684 22,231 36 (2,101)
--------- --------- --------- --------- --------- ---------
Total revenue 250,259 12,628 262,887 135,300 19,111 (5,804)
--------- --------- --------- --------- --------- ---------
Expenses:
Property expenses 88,438 4,507 92,945 22,265 4,185 --
Interest 36,815 5,999 42,814 29,042 3,196 (2,016)
Depreciation and
amortization 31,622 1,749 33,371 15,111 2,215 (652)
General and administrative 2,770 -- 2,770 6,313 488 (1,154)
--------- --------- --------- --------- --------- ---------
Total expenses 159,645 12,255 171,900 72,731 10,084 (3,822)
--------- --------- --------- --------- --------- ---------
Income before real estate
sales, minority interest
and other 90,614 373 90,987 62,569 9,027 (1,982)
Minority interest -- -- -- (1,558) -- --
Gains on sales of securities
and other (41) -- (41) (2,229) -- --
Gain (loss) on sale of real
estate -- -- -- 516 -- --
--------- --------- --------- --------- --------- ---------
Net income $ 90,573 $ 373 $ 90,946 $ 59,298 $ 9,027 $ (1,982)
========= ========= ========= ========= ========= =========
Net income applicable to common
shares
Basic $ 84,723 $ 85,096 $ 44,673
--------- --------- ---------
Diluted $ 84,723 $ 85,096 $ 46,231
Basic net income per common
share $ 1.43 $ 1.43 $ 2.06
--------- --------- ---------
Diluted net income per common
share $ 1.42 $ 1.42 $ 1.95
========= ========= =========
<CAPTION>
Merger Combined Pro
Excel Pro Forma Forma
Pro Forma Adjustments Results
--------- ----------- -------
<S> <C> <C> <C>
Revenues:
Rental $ 128,441 $ 243(3B) $ 387,887
Interest and other 20,166 -- 23,850
--------- --------- ---------
Total revenue 148,607 243 411,737
--------- --------- ---------
Expenses:
Property expenses 26,450 259(3C) 119,654
Interest 30,222 (2,502)(3D) 70,534
Depreciation and
amortization 16,674 7,495 (3E) 57,540
General and administrative 5,647 310(3F) 8,727
--------- --------- ---------
Total expenses 78,993 5,562 256,455
--------- --------- ---------
Income before real estate
sales, minority interest
and other 69,614 (5,319) 155,282
Minority interest (1,558) -- (1,558)
Gains on sales of securities
and other (2,229) -- (2,270)
Gain (loss) on sale of real
estate 516 -- 516
--------- --------- ---------
Net income $ 66,343 $ (5,319) $ 151,970
========= ========= =========
Net income applicable to common
shares
Basic $ 51,718 $ 131,495
--------- ---------
Diluted $ 53,276 $ 133,053
Basic net income per common
share $ 2.21 $ 1.50
--------- ---------
Diluted net income per common
share $ 2.09 $ 1.47
========= =========
</TABLE>
<PAGE> 4
NEW PLAN EXCEL REALTY TRUST, INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME - UNAUDITED
FOR THE YEAR ENDED JULY 31, 1998
(In Thousands, Except Per Share Amounts)
(CONTINUED)
<TABLE>
<CAPTION>
New Plan Excel
Property Property
New Plan Acquisitions Excel Acquisitions
Historical Aug. 1, Historical July 1,
Year Ended 1997 to Year Ended 1997 to Excel Excel
July 31, July 31, New Plan June 30, June 30, Legacy Pro
1998 3(A) 1998 Pro Forma 1998 3(A) 1998 Spin-off Forma
-------- ---- -------- -------- -------- ------ ---
<S> <C> <C> <C> <C> <C> <C> <C>
Historical basic weighted average
number of common shares
outstanding 59,365 21,657
Historical diluted weighted average
number of common shares
outstanding 59,774 23,703
Pro forma basic weighted average
number of common shares
outstanding 59,365 1,775(3G) 23,432
Pro forma diluted weighted average
number of common shares
outstanding 59,774 1,775(3G) 25,478
<CAPTION>
Merger Combined
Pro Forma Pro Forma
Adjustments Results
--------- ---------
<S> <C> <C>
Historical basic weighted average
number of common shares
outstanding
Historical diluted weighted average
number of common shares
outstanding
Pro forma basic weighted average
number of common shares
outstanding 87,483
Pro forma diluted weighted average
number of common shares
outstanding 90,348
</TABLE>
The accompanying notes and management's assumptions are an integral part of this
statement.
<PAGE> 5
NEW PLAN EXCEL REALTY TRUST, INC.
NOTES AND MANAGEMENT'S ASSUMPTIONS TO PRO FORMA CONSOLIDATED CONDENSED
FINANCIAL INFORMATION - UNAUDITED
(In thousands, except per share amounts)
1. Summary of Accounting Treatment:
The exchange of New Plan Shares of Beneficial Interest for Excel Common
Stock in connection with the Merger is being accounted for as a reverse merger
for financial reporting purposes as if New Plan has acquired Excel. As such, the
assets and liabilities of Excel have been adjusted to fair value in connection
with the application of purchase accounting.
2. Adjustments to Pro Forma Consolidated Condensed Balance Sheets
(A) Certain reclassifications have been made to the historical balance
sheets of New Plan and Excel in order to conform to the desired pro forma
combined condensed balance sheet presentation.
(B) Represents adjustments to record the Merger in accordance with the
purchase method of accounting based upon an assumed purchase price of Excel
stock of $905,175. The purchase price was calculated assuming a market value of
New Plan Shares of Beneficial Interest of $24.20 per share times the outstanding
shares of Excel Common Stock of 28,118,668 after the 20% stock dividend to the
current holders of Excel Common Stock. In addition, the Excel Preferred A Stock
of 2,126,380 shares has been valued at $28.75 per share and the Excel Preferred
B Stock of 630,000 shares has been valued at $24.90 per 1/10 of a share. All
share prices were determined by taking the average of the closing stock prices
10 days before and after the announced merger date of May 14, 1998. The total
purchase price is as follows:
<TABLE>
<CAPTION>
Shares Total
Security Outstanding Value Per Share Consideration
- -------- ----------- --------------- -------------
<S> <C> <C> <C>
Common Stock 28,118,668 $ 24.20 $ 680,472
Series A preferred stock 2,126,380 $ 28.75 61,133
Series B preferred stock
to depositary shares 630,000 $ 24.90 156,870
-----------
Total consideration 898,475
Merger and the Other Transaction
costs (see below) 6,700
-----------
Total purchase price $ 905,175
===========
</TABLE>
Estimated fees and expenses related to the Merger are as follows:
<TABLE>
<S> <C>
Advisory fees $ 7,200
Accounting and legal 2,000
Other costs 3,000
-------
Total 12,200
Less Excel expenses 5,500
-------
New Plan transaction costs $ 6,700
=======
</TABLE>
<PAGE> 6
NEW PLAN EXCEL REALTY TRUST, INC.
NOTES AND MANAGEMENT'S ASSUMPTIONS TO PRO FORMA
CONSOLIDATED CONDENSED FINANCIAL INFORMATION - UNAUDITED (Continued)
(In thousands, except per share amounts)
The adjustment to reflect investment in real estate:
<TABLE>
<S> <C>
Purchase price (see above) $ 905,175
Less historical book value of Excel equity (619,329)
Transaction costs to be paid by Excel and expensed thereby
reducing the historical book value of Excel 5,500
Adjustments to reflect certain assets and liabilities of Excel at fair value:
Other assets (see Note (D)) $ (10,556)
Mortgages and other notes payable (see Note (E)) 9,083
---------
(1,473)
---------
Adjustment required to reflect investment in real estate, net $ 289,873
=========
(C) To reflect the decrease in cash due to the estimated Merger costs $ (12,200)
=========
(D) Adjustments to other assets:
To eliminate Excel's asset related to the straight-lining of rent
related to leases $ (2,427)
To eliminate Excel's asset of deferred financing costs (2,912)
To eliminate Excel's asset of deferred leasing costs (1,083)
To eliminate Excel's assets of organizational costs and goodwill (37)
To adjust Excel's historical cost in ERT Development Corporation to
estimated fair market value of $17,257 17,015
---------
$ 10,556
=========
(E) To record a premium required to adjust mortgages and other notes payable to
fair value using estimated market rates ranging from 6.75% to 7.5% on
an instrument by instrument basis $ 9,083
=========
</TABLE>
(F) To adjust stockholders' equity to reflect the issuance of Excel's common
stock to owners of New Plan's shares of beneficial interest as follows:
<TABLE>
<CAPTION>
Cumulative
Additional Distributions
Preferred Beneficial Common Paid-in in Excess of
Stock Interests Stock Capital Net Income
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Exchange of New Plan Shares of
Beneficial Interest for Excel
Common Stock $ -- $ (759,853) $ 599 $ 759,254 $ --
Exchange of New Plan Preferred
Stock for Excel Preferred Stock (72,774) -- -- 72,774 --
Excel's historical Stockholders'
equity (28) -- (234) (661,260) 42,193
Value of Excel acquisition 28 -- 281 898,166 --
----------- ----------- ----------- ----------- -----------
$ (72,774) $ (759,853) $ 646 $ 1,068,934 $ 42,193
=========== =========== =========== =========== ===========
</TABLE>
The historical cost of the other assets, including all accounts and notes
receivable, and liabilities of Excel are estimated to be their fair market
value.
<PAGE> 7
NEW PLAN EXCEL REALTY TRUST, INC.
NOTES AND MANAGEMENT'S ASSUMPTIONS TO PRO FORMA
CONSOLIDATED CONDENSED FINANCIAL INFORMATION - UNAUDITED (Continued)
(In thousands, except per share amounts)
3. Adjustments To Pro Forma Consolidated Condensed Statements of Income
(A) Certain reclassifications have been made to the historical statements
of income of New Plan and Excel in order to conform to the desired pro forma
combined condensed statements of income presentation. The Consolidated Condensed
Statements of Income include pro forma adjustments for real estate acquisitions
that both companies have made within the past twelve months. The cash used to
acquire real estate by New Plan has been assumed to come from available cash in
savings and from new debt issues. The new debt issued by New Plan was assumed to
have an average interest rate of 6.8%. Depreciation expense on the New Plan
acquisitions was based on an estimated useful life of 40 years, using the
straight line method and allocating the cost between land and building at 20%
and 80%, respectively. The cash used to acquire real estate by Excel has been
assumed to come from approximately $223 million in equity offerings and the
issuance of $39 million in debt.
The following adjustments have been made to convert the operations of
Excel, which has reported operations on a calendar year basis, to a year ended
June 30, 1998 (this approximates the July 31 year end of New Plan).
<TABLE>
<CAPTION>
Add:
Six Months Less: Year Ended
Year Ended, Ended Six Months Ended
Dec. 31, 1997 June 30, 1998 June 30, 1998 June 30, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues: $ 83,112 $ 63,486 $ 33,529 $ 113,069
Rental revenue 22,346 10,021 10,136 22,231
--------- --------- --------- ---------
Interest and other 105,458 73,507 43,665 135,300
--------- --------- --------- ---------
Total revenue
Expenses:
Property expenses 14,023 13,689 5,447 22,265
Interest 23,991 14,886 9,835 29,042
Depreciation and amortization 11,621 8,248 4,758 15,111
General and administrative 5,046 3,614 2,347 6,313
--------- --------- --------- ---------
Total expenses 54,681 40,437 22,387 72,731
--------- --------- --------- ---------
Income before real estate sales,
minority interest and other 50,777 33,070 21,278 62,569
Minority interest (816) (812) (70) (1,558)
Real estate gains on sale/impairments 523 286 293 516
Other (1,522) (707) -- (2,229)
--------- --------- --------- ---------
Net income $ 48,962 $ 31,837 $ 21,501 $ 59,298
========= ========= ========= =========
Basic net income per share $ 2.06 $ 0.98 $ 0.95 $ 2.06
========= ========= ========= =========
Diluted net income per share $ 1.97 $ 0.93 $ 0.93 $ 1.95
========= ========= ========= =========
</TABLE>
<PAGE> 8
NEW PLAN EXCEL REALTY TRUST, INC.
NOTES AND MANAGEMENT'S ASSUMPTIONS TO PRO FORMA
CONSOLIDATED CONDENSED FINANCIAL INFORMATION - UNAUDITED (Continued)
(In thousands, except per share amounts)
<TABLE>
<S> <C>
(B) To recognize revenue from straight-lining rent related to
Excel's leases which will be reset in connection with the
Merger $ 243
(C) To reflect the decrease in amortization of Excel's deferred
leasing costs $ (259)
(D) To reflect the following adjustments to interest expense:
(1) To recognize the elimination of amortization of
deferred loan costs $ (763)
(2) To reflect the amortization of the premium required to
adjust Excel's mortgages and other notes payable to
fair value (1,739)
--------
Total adjustment $ (2,502)
========
(E) To reflect the increase in depreciation as a result of recording Excel's
real estate assets at fair value versus historical cost, utilizing an
estimated useful life of 40 years and allocating the cost between land and
buildings at 20% and 80%, respectively
Pro forma depreciation $ 23,840
Excel's historical depreciation (14,782)
Pro forma depreciation on property acquisitions (2,215)
Pro forma depreciation from Legacy spin-off 652
--------
Total adjustment $ 7,495
========
(F) To reflect the increase in general and administrative costs
mainly due to increased salary costs under new contractual
agreements $ 310
(G) To increase the weighted average shares outstanding for Excel for the
issuance of common stock and common stock equivalents for the purchase of
real estate by Excel. These shares have been accounted for on a pro forma
basis to be outstanding during the entire period presented
Basic 1,775
Diluted 1,775
</TABLE>
(H) The pro forma weighted average number of common shares outstanding for the
periods are computed based on the historical weighted average shares
outstanding of New Plan and 1.2 times the pro forma weighted average shares
outstanding of Excel after giving effect to the issuance of common stock
equivalents for the purchase of real estate as noted in item (G) above.
(I) Includes pro forma effects of the acquisition of real estate properties by
New Plan.
(J) Reflects the decrease in net income applicable to common shares due to the
assumed issuance of Excel preferred securities on July 1, 1997
