<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED SEPTEMBER 30, 1998
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
AUGUST 1, 1998 TO SEPTEMBER 30, 1998
Commission file number 1-8459
NEW PLAN REALTY TRUST
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 13-1995781
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1120 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Office) (Zip Code)
212-869-3000
(Registrant's Telephone Number)
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 [ ]
The number of shares outstanding as of September 30, 1998 was 1.
<PAGE> 2
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - UNAUDITED
TWO MONTHS ENDED SEPTEMBER 30,
(IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Revenues:
Rental income and related revenues $ 44,732 $ 38,481
Interest and dividend income 435 625
------------ ------------
Total revenues 45,167 39,106
------------ ------------
Operating expenses:
Operating costs 10,137 9,991
Real estate and other taxes 4,085 3,424
Interest expense 7,094 5,671
Depreciation and amortization 5,712 4,921
Provision for doubtful accounts 1,102 566
------------ ------------
Total operating expenses 28,130 24,573
Administrative expenses 501 417
------------ ------------
Income before gain/(loss) on
sale of real estate: 16,536 14,116
Gain/(loss) on sale of real estate, net 34 (67)
------------ ------------
Net income 16,570 14,049
Unrealized (loss)/gain on securities reported at fair value (103) 55
------------ ------------
Comprehensive income $ 16,467 $ 14,104
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
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<PAGE> 3
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30,
1998 July 31,
(Unaudited) 1998
------------- -------------
<S> <C> <C>
ASSETS
Real estate, at cost
Land $ 278,433 $ 272,176
Buildings and improvements 1,195,677 1,180,562
Less accumulated depreciation and amortization (142,589) (136,978)
------------- -------------
1,331,521 1,315,760
Cash and cash equivalents 7,350 26,284
Marketable securities 1,771 1,787
Mortgages and notes receivable 14,068 13,878
Receivables
Trade and notes, net of allowance for doubtful accounts
(September 30, 1998: $8,408; July 31, 1998: $7,926) 15,211 14,025
Due from New Plan Excel Realty Trust, Inc. 6,400 --
Other 1,192 1,376
Prepaid expenses and deferred charges 6,475 7,823
Other assets 3,708 3,592
------------- -------------
Total assets $ 1,387,696 $ 1,384,525
============= =============
</TABLE>
See Notes to Consolidated Financial Statements.
-3-
<PAGE> 4
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(Continued)
<TABLE>
<CAPTION>
September 30,
1998
(Unaudited) July 31, 1998
------------- -------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages payable $ 118,106 $ 114,099
Notes payable, net of unamortized discount
(September 30, 1998: $1,183; July 31, 1998: $1,211) 462,817 462,789
Other liabilities 39,658 37,520
Tenants' security deposits 5,638 5,590
------------- -------------
Total liabilities 626,219 619,998
------------- -------------
Commitments and contingencies -- --
Shareholders' equity:
Preferred shares, par value $1.00, 1,000,000 shares
authorized; issued and outstanding September 30,
1998: none; July 31, 1998: 150,000 Series A Cumulative
Step-Up Premium Rate Preferred Shares, $75,000 -- 72,775
redemption value
Shares of beneficial interest, without par value,
unlimited authorization; issued and outstanding
(September 30, 1998: one share; July 31, 1998: 59,874 -- 759,853
shares)
Additional paid-in capital 837,002 --
Less: loans receivable for purchase of
shares of beneficial interest 2,281 2,306
Add: unrealized gain on securities reported
at fair value 710 813
------------- -------------
835,431 831,135
Less distributions in excess of net income 73,954 66,608
------------- -------------
Total shareholders' equity 761,477 764,527
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,387,696 $ 1,384,525
============= =============
</TABLE>
See Notes to Consolidated Financial Statements.
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<PAGE> 5
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
FOR THE TWO MONTHS ENDED SEPTEMBER 30,
(IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Operating activities:
Net income $ 16,570 $ 14,049
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 5,712 4,921
(Gain)/loss on sale of real estate, net (34) 67
Changes in operating assets and liabilities, net:
Change in trade and notes receivable (1,668) 8,148
Change in other receivables (6,306) (732)
Change in allowance for doubtful accounts 482 566
Change in other liabilities 2,138 (11,122)
Change in net sundry assets and liabilities 1,207 482
------------ ------------
Net cash provided by operating activities 18,101 16,379
------------ ------------
Investing activities:
Sales of marketable securities 3 48
Purchases of marketable securities (96)
Net proceeds from the sale of real estate 329 (67)
Purchases and improvement of real estate (16,938) (31,284)
Change in mortgage notes receivable, net (190) 124
------------ ------------
Net cash used in investing activities (16,796) (31,275)
------------ ------------
</TABLE>
See Notes to Consolidated Financial Statements.
(Continued on next page)
-5-
<PAGE> 6
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
FOR THE TWO MONTHS ENDED SEPTEMBER 30,
(IN THOUSANDS)
(Continued)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Financing activities:
Distributions to shareholders of shares of beneficial interest $ (23,916) $ (1,219)
Issuance of shares of beneficial interest pursuant to dividend
reinvestment plan 4,374 --
Issuance of shares of beneficial interest upon exercise of share
options -- 652
Repayments of notes (10,000) --
Proceeds from sale of notes 10,000 --
Principal payments on mortgages (722) (381)
Repayment of loans receivable for the purchase of shares of
beneficial interest 25 28
------------ ------------
Net cash used in financing activities (20,239) (920)
------------ ------------
Decrease in cash and cash equivalents (18,934) (15,816)
Cash and cash equivalents at August 1 26,284 42,781
------------ ------------
Cash and cash equivalents at September 30 $ 7,350 $ 26,965
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
-6-
<PAGE> 7
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A: Financial Statement Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared by New Plan Realty Trust (the "Trust"), pursuant to the rules of the
Securities and Exchange Commission (the "SEC") and, in the opinion of the Trust,
include all adjustments (consisting of normal recurring adjustments) necessary
for a fair presentation of financial position, results of operations and cash
flows in accordance with generally accepted accounting principles. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules. The Trust believes that the
disclosures made are adequate to make the information presented not misleading.
The Trust has continued to prepare the financial statements of the Trust
pursuant to the Securities Exchange Act of 1934 and the reporting requirements
of the indenture under which certain outstanding notes have been issued. As a
result of the consummation of the Merger (as defined in Note D below), the Trust
is a wholly owned subsidiary of New Plan Excel Realty Trust, Inc. ("New Plan
Excel"). The financial statements, however, include only the accounts of the
Trust and its subsidiaries, and do not reflect any accounts of Excel Realty
Trust, Inc. ("Excel").
The consolidated statements of income for the two-month periods ended September
30, 1998 and 1997 are not necessarily indicative of the results expected for the
full year. These financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Trust's latest
annual report on Form 10-K and the latest quarterly report on Form 10-Q filed by
New Plan Excel.
Note B: Supplemental Cash Flow Information
There were no state and local income taxes paid for the two months ended
September 30, 1998 and 1997.
Interest paid for the two months ended September 30, 1998 and 1997 was
approximately $7.3 million and $6.9 million, respectively.
The Trust entered into the following noncash investing activity in the two-
month period ended September 30, 1998: assumption of mortgages in the amount of
$4.7 million in connection with the acquisition of a real estate property.
Note C: Change in Fiscal Year
By unanimous written consent dated as of September 28, 1998, the Board of
Trustees of the Trust adopted a fiscal year-end of December 31, beginning with a
short fiscal year ending on December 31, 1998. Because the Trust previously had
a fiscal year-end of July 31, a transition report for the period from August 1,
1998 through September 30, 1998 is being filed on this Form 10-Q.
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<PAGE> 8
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note D: Merger Transaction and Earnings Per Share
On September 28, 1988, 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 New Plan Excel, was merged with and into the
Trust with the Trust surviving as a wholly owned subsidiary of New Plan Excel
(the "Merger"). The Merger was approved by the stockholders of New Plan Excel
and the shareholders of the Trust at special meetings held on September 25,
1998. In connection with the consummation of the Merger, New Plan 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 beneficial
interest, no par value, of the Trust (a "Common Share") was converted into one
share of common stock, par value $.01 per share, of New Plan Excel ("New Plan
Excel Common Stock"), and 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."
Immediately following the Merger and as of September 30, 1998, the Trust had
issued and outstanding one Common Share, which is owned by New Plan Excel. It is
therefore not meaningful to present earnings per share data.
-8-
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
I. Liquidity and Capital Resources
On September 30, 1998, the Trust had approximately $9.1 million in
available cash, cash equivalents and marketable securities.
During the two-month period ended September 30, 1998, the Trust paid
approximately $9.6 million to acquire one shopping center containing
approximately 34,000 gross leasable square feet and one apartment
property containing 278 units.
Debt as of September 30, 1998 consisted of $118.1 million of mortgages
payable and $462.8 million of notes payable. In connection with the
Merger, on September 28, 1998, the Trust guaranteed the borrowings of
New Plan Excel under New Plan Excel's $250 million revolving credit
facility ($125 million of which was outstanding as of September 30,
1998), as well as New Plan Excel's $50 million revolving credit
facility ($50 million of which was borrowed subsequent to September
30, 1998).
During the two-month period, the Trust made dividend distributions of
$23.9 million to shareholders and paid $7.3 million for improvements to
existing properties.
Funds from operations applicable to Common Shares of the Trust, 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
$3.2 million to $21.3 million from $18.1 million in the prior year's
comparable two-month period.
II. Results of operations for the two months ended September 30, 1998 and
1997
A. Revenues
Total revenues increased approximately $6.1 million to $45.2
million. The increase was primarily the result of the
acquisition of 17 properties since September 1997 and revenue
increases in properties owned more than one year.
B. Operating Expenses
Operating costs increased $.1 million to $10.1 million. Costs
associated with properties owned for a year or more decreased.
However, the decreases were more than offset by costs
associated with newly acquired properties.
Real estate and other taxes increased $.7 million to $4.1
million. The principal reason for this increase was the larger
portfolio of properties.
Interest expense increased approximately $1.4 million to $7.1
million. This increase was due to the issuance, in January
1998, of $50 million of notes which were used to fund the
Trust's property acquisition program, and the assumption of
$56.7 million of mortgage debt in connection with property
acquisitions.
Depreciation and amortization of properties increased
approximately
-9-
<PAGE> 10
$.8 million to $5.7 million. This increase was the result of
the acquisition of properties and higher levels of spending on
tenant alterations.
Provision for doubtful accounts, net of recoveries, increased
$.5 million to $1.1 million. This was due to an increase in
delinquencies and a higher level of revenue.
C. Administrative Expenses
Administrative expenses as a percentage of revenue was
constant at 1.1% compared to last year's comparable period.
III. New Accounting Standards
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 adopted SFAS 130 for the two months ended September 30, 1998
and 1997 and believes that the implementation of SFAS 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. 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.
Management believes that, when adopted, SOP 98-5 and SOP 98-1 will not
have a significant impact on the Trust's financial statements.
IV. 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 and 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
-10-
<PAGE> 11
providers that the Trust has identified as critical.
Cost
The total historical or 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 March 31, 1999. Pending the
results of that review, the Trust will determine what course of action
and contingencies, if any, will need to be made.
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 micro controller 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
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<PAGE> 12
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 in the fourth quarter of 1998. The
Trust is requesting that all responses to the inquiries be returned to
it no later than March 31, 1999.
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. The Trust's computer terminals or personal computers are
Year 2000 compliant in all material respects. 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. Based on an
inventory by model type of the Trust's personal computers, BIOS chip
Year 2000 issues are not expected to be material. 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.
The New York corporate office phone, communication and data collection
networks are Year 2000 compliant. The New York corporate office voice
mail system is scheduled for upgrade to Year 2000 compliance by
December 25, 1998. Phone systems at other than corporate office
locations are Year 2000 compliant. Phone systems at the apartment
communities are 72.5% Year 2000 compliant. The balance of the phone
systems at the apartment communities 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 more than 95% reviewed 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,
except for phone systems (as discussed above), are Year 2000 compliant.
All of the six factory outlets have had reviews completed and, except
for one minor item, are Year 2000 compliant. This one item is a
telephone system modification at one property which is 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.
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<PAGE> 13
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 require certain additional
expenditures. At this time, the expenditures are expected to range from
a total of $50,000 to a conservative, "worst case" of $260,000. 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 as
electricity, natural gas, telephone service and water, all of which are
not readily in some form susceptible to alternate sources and which in
all likelihood will be available.
V. The Merger
Immediately following the consummation of the Merger on September 28,
1998, approximately 88.2 million shares of New Plan Excel Common Stock
were outstanding and former holders of the Trust's Common Shares held
approximately 65% of those shares.
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 New Plan 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 receive aggregate dividend distributions of $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 $.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.
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<PAGE> 14
The Merger will, for financial accounting purposes, be accounted for as
a purchase by the Trust of New Plan Excel using the purchase method of
accounting. The transaction was completed on September 28, 1998.
-14-
<PAGE> 15
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
A special meeting of shareholders was held on September 25, 1998.
Proxies for the meeting were solicited by the registrant pursuant to Regulation
14 under the Securities Exchange Act of 1934.
Proposal One:
To consider and vote upon a proposal to approve certain amendments to
the Amended and Restated Declaration of Trust of the Trust, dated as of January
15, 1996. These amendments are required to permit the merger described in
Proposal Two.
<TABLE>
<CAPTION>
For Against Abstain
- --- ------- -------
<S> <C> <C>
45,595,752 510,463 294,260
</TABLE>
Proposal Two:
To consider and vote upon a proposal to approve the Merger, pursuant to
the Merger Agreement.
<TABLE>
<CAPTION>
For Against Abstain
- --- ------- -------
<S> <C> <C>
45,636,760 504,412 259,303
</TABLE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 12.1 - Ratio of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements
Exhibit 27 - Financial Data Schedule (included only in
EDGAR filing)
(b) During the period covered by this report the Company filed the
following:
1. Form 8-K dated August 13, 1998 containing items 5 and
7
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<PAGE> 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 12, 1998
NEW PLAN REALTY TRUST
By: /s/ Gary B. Sabin
---------------------------------------------
Gary B. Sabin
President
By: /s/ David A. Lund
----------------------------------------------
David A. Lund
Chief Financial and Accounting Officer
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<PAGE> 17
EXHIBIT INDEX
Number Description
12.1 Ratio of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements
27 Financial Data Schedule (included only in EDGAR filing)
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<PAGE> 1
EXHIBIT 12.1
RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The ratio of earnings to fixed charges and preferred stock dividend
requirements for the two months ended September 30, 1998 was 2.9 to 1.
For purposes of computing these ratios, earnings were calculated by
adding fixed charges (excluding capitalized interest) 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 RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
TWO MONTHS ENDED SEPTEMBER 30, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
EARNINGS:
<S> <C>
Net income $ 16,570
Interest expense (including debt
discount and debt issuing costs) 7,094
Capitalized interest 49
Other adjustments 233
------------
$ 23,946
============
FIXED CHARGES:
Interest expense (including debt
discount and debt issuing costs) $ 7,094
Capitalized interest 49
Preferred stock dividends 975
Other adjustments 54
------------
$ 8,172
============
RATIO OF EARNINGS TO FIXED CHARGES AND 2.9
PREFERRED STOCK DIVIDEND REQUIREMENTS
</TABLE>
-18-
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