<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
|_| 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 ________________
OR
|X| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from
August 1, 1998 to December 31, 1998
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:
NONE
(Title of Class)
NONE
(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]
AS OF MARCH 26, 1999, THE SOLE OUTSTANDING SHARE OF BENEFICIAL INTEREST OF THE
REGISTRANT WAS HELD BY NEW PLAN EXCEL REALTY TRUST, INC.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM NO. PAGE
- -------- ----
<S> <C>
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.................................................................................. 22
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................... 23
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.............................................. 30
Item 8. Financial Statements and Supplementary Data.............................................................. 30
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.................................................................................. 37
Item 12. Security Ownership of Certain Beneficial Owners and Management.......................................... 39
Item 13. Certain Relationships and Related Transactions.......................................................... 39
PART IV ...................................................................................................... 40
Item 14. Exhibits, Consolidated Financial Statements, Consolidated Financial Statement Schedules, and
Reports on Form 8-K..................................................................................... 40
</TABLE>
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PART I
FORWARD-LOOKING STATEMENTS
This Transition Report on 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, and Section 21E of the Securities
Exchange Act of 1934. 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); the ability of the Trust and others with
which it does business or receives services (including utilities, financial
institutions, major tenants, suppliers, governmental agencies and
municipalities) to address the Year 2000 issue, and the costs of doing so; as
well as other risks listed from time to time in this Transition Report on Form
10-K and in the other reports filed by the Trust or New Plan Excel (as defined
below) with the SEC or otherwise publicly disseminated by the Trust or New Plan
Excel.
EXPLANATORY NOTE
Prior to the Merger, the Trust had a fiscal year end of July 31. In
connection with the Merger, the Trust adopted a fiscal year end of December 31,
beginning with a short fiscal year ending on December 31, 1998. Except as
otherwise specified herein, the information contained in this Transition Report
on Form 10-K relates to the period from August 1, 1998 to December 31, 1998.
ITEM 1. BUSINESS
(a) General Development of Business
From August 1, 1998 to September 28, 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, 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. New Plan Excel, known as Excel Realty Trust, Inc.
<PAGE> 4
immediately prior to the Merger, was incorporated in 1985 and subsequently
reincorporated as a Maryland corporation. See " -- Narrative Description of
Business -- Developments from August 1998 to December 1998 -- The Merger" below.
(b) Financial Information About Industry Segments
From August 1, 1998 to September 28, 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
Transition Report on Form 10-K for certain information required by Item 1.
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 December 31, 1998, the Trust owned, directly or through its
subsidiaries, fee or leasehold interests in 139 shopping centers containing an
aggregate of approximately 19.5 million square feet of gross leasable area, six
factory outlet centers containing an aggregate of approximately 1.9 million
square feet of gross leasable area and 54 garden apartment communities
containing approximately 13,000 units, primarily in the eastern half of the
United States. The average occupancy rates as of December 31, 1998 for the
shopping centers, factory outlet centers and apartment communities were
approximately 90%, 90% and 91%, respectively. In addition, the Trust owned
mortgage interests in five shopping centers as of December 31, 1998.
The Trust maintains its principal 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
From August 1, 1998 to September 28, 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 disposition of certain of its
properties.
As a result 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 undertaken by New Plan Excel directly or
indirectly, rather than through the Trust (although the Trust is not precluded
from undertaking future acquisitions or developments of, or investments in,
properties).
2
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The Trust regularly reviews its portfolio and from time to time considers the
disposition 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 December 31, 1998 consisted of $116.9 million of
mortgages having a weighted average interest rate of 7.7%, as well as $413.9
million aggregate principal amount of unsecured notes having a weighted average
interest rate of 7.0%. The Trust's short-term debt consists of normal trade
accounts payable and the current portion of mortgages payable. In connection
with the Merger, as of September 28, 1998, the Trust guaranteed the borrowings
of New Plan Excel under New Plan Excel's $300 million revolving credit
facilities. As of December 31, 1998, New Plan Excel had a total of approximately
$201 million outstanding under its revolving credit facilities, of which $50
million is reflected in the Trust's balance sheet as of December 31, 1998 as due
to New Plan Excel Realty Trust, Inc. In addition, it is expected that the Trust
will guarantee any debt issued in the future by New Plan Excel under New Plan
Excel's recently established medium-term notes program. See " -- Recent
Developments" below.
From August 1, 1998 to September 28, 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 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 from August 1998 to December 1998
Acquisitions. From August 1, 1998 to September 28, 1998, the Trust paid
approximately $17.1 million to acquire three shopping centers containing
approximately 152,000 gross leasable square feet and one apartment property
containing 279 units.
Funds from Operations. Funds from operations applicable to common
shares of beneficial interest, no par value, of the Trust ("Shares of Beneficial
Interest"), defined as net income plus depreciation and amortization of real
estate, less gains from sales of assets and securities, was approximately $55.3
million from August 1, 1998 through December 31, 1998.
The Merger. On September 28, 1998, Excel Realty Trust, Inc. ("Excel")
and the Trust consummated a 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
3
<PAGE> 6
and the shareholders of the Trust at special meetings held on September 25,
1998. In connection with the Merger, Excel changed its name to "New Plan Excel
Realty Trust, Inc."
As provided in the Merger Agreement, Excel paid a 20% stock dividend
prior to the Merger. In connection with the Merger, each Share of Beneficial
Interest 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 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. As a result of the Merger, the shareholders of the
Trust immediately prior to the Merger owned approximately 65% of New Plan
Excel's common stock outstanding immediately following the Merger. Since the
Merger, New Plan Excel has held the sole issued and outstanding Share of
Beneficial Interest of the Trust. 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, since September 28, 1998,
the Board of Trustees of the Trust and the Board of Directors of New Plan Excel
have consisted of the six former members of Excel's Board and the nine former
members of the Trust's Board. As of March 26, 1999, the senior management of the
Trust and New Plan Excel was as follows:
<TABLE>
<S> <C>
William Newman Chairman of the Board
Arnold Laubich Chief Executive Officer
Gary B. Sabin President
James M. Steuterman Executive Vice President and Co-Chief Operating Officer
Richard B. Muir Executive Vice President and Co-Chief Operating Officer
Jeffrey D. Egertson Senior Vice President and Chief Financial Officer
</TABLE>
The Trust and New Plan Excel intend and expect that Mr. Laubich will
eventually succeed Mr. Newman as Chairman of the Board of the Trust and 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
the Trust and New Plan Excel, at such time as Mr. Laubich is no longer serving
in such capacity.
Recent Developments
On February 3, 1999, New Plan Excel established a program for the sale
of up to $500 million aggregate principal amount of medium-term notes due nine
months or more from date of issue. It is expected that future medium-term notes
will be issued by New Plan Excel through this program, rather than by the Trust
under its existing medium-term notes program (although the Trust is not
precluded from undertaking future debt issuances). The Trust will guarantee any
debt issued in the future by New Plan Excel under New Plan Excel's medium-term
notes program.
4
<PAGE> 7
Competition
The success of the Trust depends upon, among other factors, 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.
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.
Employees
As of December 31, 1998, New Plan Excel and its subsidiaries (including
the Trust) employed approximately 750 individuals (including executive,
administrative and field personnel).
Federal Income Tax Status
From August 1, 1998 to September 28, 1998, the Trust met the
qualification requirements of a real estate investment trust under the Internal
Revenue Code. See Item 5 below. In order to maintain its qualification as a real
estate investment trust ("REIT") during that period, the Trust was required,
among other things, to distribute at least 95% of its REIT taxable income to its
shareholders and meet certain tests regarding the nature of its income and
assets. As a REIT, the Trust was not subject to federal income tax with respect
to that portion of its income which met certain criteria and was distributed
annually to its shareholders.
As a result of the Merger, since September 28, 1998, the Trust has been
a wholly owed subsidiary of New Plan Excel, which for 1998 met the qualification
requirements of a real estate investment trust under the Internal Revenue Code.
As a result, from September 28, 1998 to December 31, 1998, the Trust was a
disregarded entity for federal income tax purposes.
(d) Risk Factors
For a discussion of the risks that the Trust believes are material to
investors who purchase or own the securities of the Trust or New Plan Excel that
are not otherwise described in this Form 10-K, see the information contained
under the caption "Risk Factors" in New Plan Excel's Annual Report on Form 10-K
for the year ended December 31, 1998, which is hereby incorporated by reference.
ITEM 2. PROPERTIES
The location, general character and primary occupancy information with
respect to the Trust's properties as of December 31, 1998 are set forth on the
Summary of Properties Schedule on the pages immediately following.
5
<PAGE> 8
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 91
BIRMINGHAM AL
DEVONSHIRE PLACE 284 16 Fee 84
BIRMINGHAM AL
COURTS AT WILDWOOD 220 22 Fee 83
BIRMINGHAM AL
THE CLUB APARTMENTS 292 23 Fee 78
BIRMINGHAM AL
PLANTATION APARTMENTS 120 6 Fee 96
MOBILE AL
MAISON DE VILLE APTS 347 20 Fee 95
MOBILE AL
MAISON IMPERIAL APTS 56 6 Fee 96
MOBILE AL
KNOLLWOOD APARTMENTS 704 43 Fee 98
MOBILE AL
HILLCREST APARTMENTS 140 7 Fee 98
MOBILE AL
RODNEY APARTMENTS 207 11 Fee 83
DOVER DE
MAYFAIR APARTMENTS 96 7 Fee 92
DOVER DE
CHARTER POINTE APARTMENTS 312 20 Fee 97
ALTAMONTE SPRINGS FL
LAKE PARK APARTMENTS 227 10 Fee 96
LAKE PARK FL
CAMBRIDGE APARTMENTS 180 12 Fee 99
ATHENS GA
TARA APARTMENTS 240 19 Fee 87
ATHENS GA
</TABLE>
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<PAGE> 9
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 88
INDIANAPOLIS IN
FOREST HILLS APARTMENTS 420 22 Fee 92
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 125 8 Fee 93
LEXINGTON KY
SADDLEBROOK APARTMENTS 455 20 Fee 78
LEXINGTON KY
POPLAR LEVEL APARTMENTS 88 3 Fee 95
LOUISVILLE KY
LA FONTENAY APARTMENTS 248 17 Fee 93
LOUISVILLE KY
CHARLESTOWN @ DOUGLASS HILLS 244 17 Fee 92
LOUISVILLE KY
RIVERCHASE APARTMENTS 203 5 Fee 90
NEWPORT KY
SHERWOOD ACRES APARTMENTS 612 26 Fee 86
BATON ROUGE LA
FORESTWOOD APARTMENTS 272 11 Fee 97
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 360 25 Fee 90
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 309 36 Fee 95
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 184 17 Fee 97
CARY NC
POLO RUN APARTMENTS 279 28 Fee 93
RALEIGH NC
MEADOW EAST APARTMENTS 100 15 Fee 99
POTSDAM NY
</TABLE>
7
<PAGE> 10
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 90
ROME NY
SPRING CREEK APARTMENTS 288 19 Fee 93
COLUMBUS OH
NORTHGATE APARTMENTS 316 21 Fee 88
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 164 10 Fee 92
FAIRBORN OH
CHESTERFIELD APARTMENTS 104 9 Fee 90
MAUMEE OH
EASTGREEN ON THE COMMONS APTS. 360 45 Fee 91
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 91
HARRISBURG PA
HARBOUR LANDING APARTMENTS 208 15 Fee 90
COLUMBIA SC
SEDGEFIELD APARTMENTS 280 19 Fee 79
FLORENCE SC
TURTLE CREEK APARTMENTS 152 13 Fee 84
GREENVILLE SC
HICKORY LAKE APARTMENTS 322 26 Fee 91
ANTIOCH TN
COURTS @ WATERFORD PLACE 318 26 Fee 92
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 268 16 Fee 80
CLARKSVILLE TN
</TABLE>
8
<PAGE> 11
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 95
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 170 11 Fee 89
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 240 11 Fee 79
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 93 9 Fee 91
EAST RIDGE TN
MILLER CREST APARTMENTS 121 16 Fee 92
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 192 31 Fee 83
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 312 27 Fee 84
NASHVILLE TN
WOODBRIDGE APARTMENTS 220 19 Fee 92
NASHVILLE TN
Factory Outlets
- -------------------------------------
FACTORY MERCHANTS BARSTOW 333,506 49 Fee 95
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 334,792 32 Fee 94
ST AUGUSTINE FL
FACTORY MERCHANTS BRANSON 317,044 39 Fee & 80
BRANSON MO Leasehold
FACTORY OUTLET VILLAGE OSAGE BE 399,960 147 Fee 94
OSAGE BEACH MO
SIX FLAGS FACTORY OUTLET 290,330 55 Fee 97
JACKSON NJ
FACTORY MERCHANTS FT CHISWELL 175,705 55 Fee 68
MAX MEADOWS VA
</TABLE>
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<PAGE> 12
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 3,640 1 Fee 100
GREENVILLE NC
HARDEES - PAD 3,800 1 Leasehold 100
HANOVER PA
PIZZA HUT - PAD 3,384 1 Leasehold 100
HARRISONBURG VA
Office Building
- -------------------------------------
INSTITUTE FOR DEFENSE ANALYSIS 51,000 8 Leasehold 100
PRINCETON NJ
Shopping Centers
- -------------------------------------
CLOVERDALE VILLAGE 59,407 6 Fee 100
FLORENCE AL
RODNEY VILLAGE 213,610 15 Fee 89
DOVER DE
DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 100
DOVER DE
REGENCY PARK SHOPPING CENTER 327,710 30 Fee 94
JACKSONVILLE FL
</TABLE>
10
<PAGE> 13
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 262,910 24 Fee 95
NEW PORT RICHIE FL
PRESIDENTIAL PLAZA 67,269 6 Fee 97
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 21,035 2 Fee 80
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 128,823 10 Fee 100
ORLANDO FL
RIVERWOOD SHOPPING CENTER 93,506 15 Fee 97
PORT ORANGE FL
SEMINOLE PLAZA 144,011 12 Fee 85
SEMINOLE FL
RUTLAND PLAZA 149,811 13 Fee 93
ST PETERSBURG FL
ALBANY PLAZA 114,446 7 Fee 97
ALBANY GA
SOUTHGATE PLAZA - ALBANY 59,816 5 Fee 100
ALBANY GA
PERLIS PLAZA 165,774 20 Fee 90
AMERICUS GA
EASTGATE PLAZA - AMERICUS 44,365 4 Fee 100
AMERICUS GA
ROGERS PLAZA 50,178 5 Fee 70
ASHBURN GA
SWEETWATER VILLAGE 66,197 7 Fee 95
AUSTELL GA
CEDARTOWN SHOPPING CENTER 107,220 14 Fee 100
CEDARTOWN GA
CEDAR PLAZA 83,300 9 Fee 100
CEDARTOWN GA
</TABLE>
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<PAGE> 14
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 131,327 11 Fee 89
CORDELE GA
SOUTHGATE PLAZA - CORDELE 39,292 3 Fee 91
CORDELE GA
MR B'S 14,142 1 Fee 32
CORDELE GA
HABERSHAM VILLAGE 147,182 18 Fee 99
CORNELIA GA
MIDWAY VILLAGE SHOPPING CENTER 73,328 10 Fee 88
DOUGLASVILLE GA
WESTGATE - DUBLIN 189,724 35 Fee 69
DUBLIN GA
NEW CHASTAIN CORNERS SHOPPING C 108,388 13 Fee 99
MARIETTA GA
MARSHALL'S AT EASTLAKE SHOPPING 55,173 7 Fee 100
MARIETTA GA
VILLAGE AT SOUTHLAKE 53,384 6 Fee 98
MORROW GA
CREEKWOOD SHOPPING CENTER 69,778 9 Fee 94
REX GA
VICTORY SQUARE 168,514 35 Fee 100
SAVANNAH GA
EISENHOWER SQUARE SHOPPING CENT 125,120 12 Fee 94
SAVANNAH GA
TIFT-TOWN 61,218 4 Fee 78
TIFTON GA
WESTGATE - TIFTON 16,307 2 Fee 92
TIFTON GA
HAYMARKET SQUARE 266,525 28 Fee 92
DES MOINES IA
HAYMARKET MALL 233,940 22 Fee 67
DES MOINES IA
</TABLE>
12
<PAGE> 15
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 191,073 18 Fee 73
BRIDGEVIEW IL
WESTRIDGE COURT SHOPPING CTR 445,779 50 Fee 99
NAPERVILLE IL
TINLEY PARK PLAZA 283,470 21 Fee 98
TINLEY PARK IL
COLUMBUS CENTER 270,227 24 Fee 71
COLUMBUS IN
JASPER MANOR 194,120 26 Fee 98
JASPER IN
TOWN FAIR SHOPPING CENTER 113,939 16 Fee 100
PRINCETON IN
WABASH CROSSING 166,992 18 Fee 100
WABASH IN
JACKSON VILLAGE 147,196 48 Fee 72
JACKSON KY
J*TOWN CENTER 186,855 17 Fee 74
JEFFERSONTOWN KY
NEW LOUISA PLAZA 114,985 20 Fee 85
LOUISA KY
PICCADILLY SQUARE 96,370 13 Fee 94
LOUISVILLE KY
EASTGATE SHOPPING CENTER 152,855 18 Fee 89
MIDDLETOWN KY
LIBERTY PLAZA 215,549 26 Fee 85
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 109,513 16 Fee 0
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 280,521 32 Fee 92
ANN ARBOR MI
</TABLE>
13
<PAGE> 16
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 84,310 8 Fee 100
FARMINGTON MI
DELTA CENTER 173,619 16 Fee 97
LANSING MI
HAMPTON VILLAGE CENTRE 460,268 79 Fee 99
ROCHESTER HILLS MI
FASHION CORNERS 188,874 15 Fee & 79
SAGINAW MI Leasehold
HALL ROAD CROSSING 176,467 27 Fee 100
SHELBY MI
SOUTHFIELD PLAZA 106,948 9 Fee 100
SOUTHFIELD MI
DELCO PLAZA 154,853 15 Fee 100
STERLING HEIGHTS MI
WASHTENAW FOUNTAIN PLAZA 136,103 12 Fee 99
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 79,579 10 Fee 100
GOLDSBORO NC
SHOPPING CENTER - WILSON 104,982 17 Fee 76
WILSON NC
LAUREL SQUARE 246,235 35 Fee 97
BRICKTOWN NJ
HAMILTON PLAZA 149,060 18 Fee 99
HAMILTON NJ
BENNETTS MILLS PLAZA 102,238 13 Fee 95
JACKSON NJ
MIDDLETOWN PLAZA 122,558 19 Fee 82
MIDDLETOWN NJ
TINTON FALLS PLAZA 100,582 7 Fee 93
TINTON FALLS NJ
</TABLE>
14
<PAGE> 17
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 145,578 15 Fee 96
LAS VEGAS NV
UNIVERSITY MALL 78,738 25 Fee 81
CANTON NY
CORTLANDVILLE 100,300 13 Fee 95
CORTLAND NY
KMART PLAZA 115,500 11 Fee 100
DEWITT NY
D & F PLAZA 191,733 30 Fee 75
DUNKIRK NY
SHOPPING CENTER - ELMIRA 54,400 5 Fee 100
ELMIRA NY
PYRAMID MALL 233,137 37 Fee 81
GENEVA NY
SHOPPING CENTER - GLOVERSVILLE 45,111 4 Fee 62
GLOVERSVILLE NY
MCKINLEY PLAZA 92,782 20 Fee 92
HAMBURG NY
CAYUGA PLAZA 199,533 22 Fee 95
ITHACA NY
SHOPS @ SENECA MALL 237,202 30 Fee 87
LIVERPOOL NY
TRANSIT ROAD PLAZA 138,119 15 Fee 100
LOCKPORT NY
SHOPPING CENTER - MARCY 123,380 21 Fee 2
MARCY NY
WALLKILL PLAZA 203,234 24 Fee 100
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 122,394 12 Fee 100
MONROE NY
</TABLE>
15
<PAGE> 18
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 248,014 28 Fee 98
NANUET NY
SOUTH PLAZA 143,665 36 Fee 78
NORWICH NY
WESTGATE PLAZA - ONEONTA 71,952 11 Fee 97
ONEONTA NY
OSWEGO PLAZA 128,087 20 Fee 98
OSWEGO NY
MOHAWK ACRES 97,682 13 Fee 73
ROME NY
MONTGOMERY WARD 84,000 7 Fee 0
ROME NY
PRICE CHOPPER PLAZA 78,400 6 Fee 100
ROME NY
WESTGATE MANOR PLAZA - ROME 65,813 15 Fee 91
ROME NY
NORTHLAND 122,666 23 Fee 92
WATERTOWN NY
HARBOR PLAZA 51,794 7 Fee 78
ASHTABULA OH
BELPRE PLAZA 88,426 8 Leasehold 98
BELPRE OH
SOUTHWOOD PLAZA 82,952 44 Fee 95
BOWLING GREEN OH
BRENTWOOD PLAZA 234,663 20 Fee 63
CINCINNATI OH
DELHI SHOPPING CENTER 166,497 15 Fee 91
CINCINNATI OH
WESTERN VILLAGE SHOPPING CENTER 138,625 13 Fee 100
CINCINNATI OH
</TABLE>
16
<PAGE> 19
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 147,427 16 Fee 90
COLUMBUS OH
SOUTH TOWNE CENTRE 308,722 29 Fee 99
DAYTON OH
HERITAGE SQUARE 232,132 29 Fee 89
DOVER OH
MIDWAY CROSSING 138,675 15 Fee 82
ELYRIA OH
FAIRFIELD MALL 73,361 9 Fee 93
FAIRFIELD OH
SILVER BRIDGE PLAZA 145,481 20 Fee 92
GALLIPOLIS OH
SHOPPING CENTER - GENOA 16,500 2 Fee 85
GENOA OH
PARKWAY PLAZA 140,021 12 Fee 43
MAUMEE OH
NEW BOSTON SHOPPING CENTER 233,711 22 Fee 100
NEW BOSTON OH
MARKET PLACE 169,311 18 Fee 88
PIQUA OH
BRICE PARK SHOPPING CENTER 168,282 15 Fee 99
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 157,383 18 Fee 91
TOLEDO OH
GREENTREE SHOPPING CENTER 128,501 13 Fee 95
UPPER ARLINGTON OH
BETHEL PARK PLAZA 224,069 23 Fee 100
BETHEL PARK PA
DILLSBURG SHOPPING CENTER 68,848 22 Fee 100
DILLSBURG PA
</TABLE>
17
<PAGE> 20
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 148,525 19 Fee 70
KENNETT SQUARE PA
STONEMILL PLAZA 94,541 21 Fee 88
LANCASTER PA
CROSSROADS PLAZA 105,292 14 Fee 98
MT. PLEASANT PA
STRAWBRIDGE'S 313,000 12 Fee 100
PHILADELPHIA PA
ROOSEVELT MALL NE 207,603 21 Fee 87
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 112,278 9 Fee 99
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 35,710 4 Fee 100
PHILADELPHIA PA
ACME MARKET 34,000 3 Fee 100
PHILADELPHIA PA
ST MARY'S PLAZA 107,950 11 Fee 99
ST MARY'S PA
NORTHLAND CENTER 105,307 15 Fee & 99
STATE COLLEGE PA Leasehold
HAMPTON SQUARE SHOPPING CENTER 62,933 7 Fee 89
UPPER SOUTH HAMPTON PA
SHOPS AT PROSPECT 63,392 9 Fee 94
WEST HEMPFIELD PA
YORK MARKETPLACE 269,900 34 Fee & 100
YORK PA Leasehold
CONGRESS CROSSING 172,305 39 Fee 100
ATHENS TN
WEST TOWNE SQUARE SHOPPING CENT 99,224 11 Fee 76
ELIZABETHTON TN
GREENEVILLE COMMONS 223,118 26 Fee 100
GREENEVILLE TN
KINGS GIANT SHOPPING CENTER 161,907 18 Leasehold 99
KINGSPORT TN
</TABLE>
18
<PAGE> 21
NEW PLAN REALTY TRUST AND SUBSIDIARIES
Summary of Properties
As of December 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 104,117 11 Fee 96
MURFREESBORO TN
SHOPPING CENTER - COLONIAL HTS 80,363 10 Fee 0
COLONIAL HEIGHTS VA
HANOVER SQUARE SHOPPING CENTER 129,601 14 Fee 97
MECHANICSVILLE VA
VICTORIAN SQUARE 271,215 34 Fee 99
MIDLOTHIAN VA
CAVE SPRING CORNERS SHOPPING CTR 171,125 16 Fee 100
ROANOKE VA
HUNTING HILLS SHOPPING CENTER 166,207 15 Fee 99
ROANOKE VA
SHOPPING CENTER - SPOTSYLVANIA 83,374 8 Fee 100
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 148,060 14 Fee 79
VINTON VA
RIDGEVIEW CENTRE 176,690 30 Fee 97
WISE VA
MOUNDSVILLE PLAZA 172,263 29 Fee 90
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 74,017 7 Leasehold 100
PARKERSBURG WV
KMART PLAZA 106,258 14 Fee 100
VIENNA WV
Vacant Land
- ------------------------------------
1 NORTH CENTRAL AVENUE 1 Fee
HARTSDALE NY
ROXBURY TOWNSHIP
ROXBURY NJ 6 Fee
</TABLE>
19
<PAGE> 22
ITEM 3. LEGAL PROCEEDINGS
The Trust is not presently involved in any material pending legal
proceedings 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the shareholders of the Trust
during the fourth quarter of 1998.
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
Shares of Beneficial Interest on the New York Stock Exchange, as well as cash
distributions paid, for the periods indicated.
<TABLE>
<CAPTION>
Cash Distributions Paid per
High Low Share of Beneficial Interest
---- --- ----------------------------
<S> <C> <C> <C>
1997(1)
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(1)
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>
(1) Represents the quarters in the fiscal year ended July 31, 1997
or July 31, 1998, as appropriate.
For the period from August 1, 1998 to September 28, 1998, the high and
low sales price for the Trust's Shares of Beneficial Interest on the New York
Stock Exchange was $23.25 and $19.31, respectively. During that period, the
Trust paid a cash distribution of $.375 per Share of Beneficial Interest.
20
<PAGE> 23
In connection with the Merger, on September 28, 1998, the Trust became
a wholly owned subsidiary of New Plan Excel, and the Trust's Shares of
Beneficial Interest 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 Shares of Beneficial Interest.
(b) Distributions
Prior to the Merger, the Trust paid regular and uninterrupted cash
distributions on its Shares of Beneficial Interest since it commenced operations
as a REIT in 1972. From the inception of the Trust to the Merger, each
distribution was either equal to or greater than the distribution immediately
preceding it, and the distributions increased in each of the last 77 consecutive
quarters during that period.
During the period from August 1, 1998 to September 28, 1998, the Trust
made distributions to shareholders aggregating $23.9 million. As a result of
the Merger, since September 28, 1998, the Trust has been a wholly owned
subsidiary of New Plan Excel. During the period from September 28, 1998
through December 31, 1998, the Trust did not make any distributions to its
sole shareholder (i.e., New Plan Excel). The Trust may in the future make
distributions to New Plan Excel as, if and when declared by the Board of
Trustees of the Trust.
During the period from August 1, 1998 to September 28, 1998, the Trust
had a Dividend Reinvestment and Share Purchase Plan which allowed shareholders
to acquire additional Shares of Beneficial Interest by automatically reinvesting
distributions. In connection with 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.
21
<PAGE> 24
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
periods indicated and should be read in conjunction with the audited financial
statements included in Item 14(a) of this Transition Report on Form 10-K.
<TABLE>
<CAPTION>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
(In Thousands, Except for Per Share Amounts)
Five months
ended Years Ended July 31,
December 31, ----------------------------------------------------------
1998 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Statement of Income Data:
Revenue $ 113,329 $ 250,259 $ 206,821 $ 167,606 $ 130,576
Operating expenses 71,409 156,875 127,578 94,868 65,572
------------ ----------- ----------- ----------- -----------
41,920 93,384 79,243 72,738 65,004
(Loss)/gain on sales of
properties and
securities, net 34 (41) (3) 399 228
------------ ----------- ------------ ----------- -----------
41,954 93,343 79,240 73,137 65,232
Other deductions 1,077 2,770 2,203 2,616 2,516
------------ ----------- ----------- ----------- -----------
Net income $ 40,877 $ 90,573 $ 77,037 $ 70,521 $ 62,716
============ =========== =========== =========== ===========
Net income per share of
beneficial
interest
Basic --(1) $ 1.43 $ 1.31 $ 1.25 $ 1.19
Diluted --(1) $ 1.42 $ 1.30 $ 1.25 $ 1.18
Weighted average number of
shares of beneficial interest
outstanding
Basic --(1) 59,365 58,461 56,484 52,894
Diluted --(1) 59,774 58,735 56,642 53,040
Balance Sheet Data:
Total assets $ 1,394,698 $ 1,384,525 $ 1,261,144 $ 945,394 $ 796,636
Long-term debt
obligations $ 530,772 $ 576,888 $ 478,207 $ 238,426 $ 206,652
Shareholders' equity $ 786,059 $ 764,527 $ 744,995 $ 659,354 $ 570,529
Other Data:
Distributions per share of
beneficial interest --(1) $ 1.475 $ 1.435 $ 1.395 $ 1.355
----------- ----------- ----------- -----------
</TABLE>
- -----------------------------
(1) Since the Merger on September 28, 1998, there has been only one
outstanding Share of Beneficial Interest of the Trust. See "Business --
Narrative Description of Business -- Developments from August 1998 to
December 1998 -- The Merger."
22
<PAGE> 25
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(a) Liquidity and Capital Resources
On December 31, 1998, the Trust had approximately $27.6 million in
available cash, cash equivalents, mortgages and notes receivable and marketable
securities.
During the five-month period ended December 31, 1998, the Trust paid
approximately $17.1 million to acquire three shopping centers containing
approximately 152,000 gross leasable square feet and one apartment property
containing 279 units.
Debt as of December 31, 1998 consisted of $116.9 million of mortgages
payable having a weighted average interest rate of 7.7%, as well as $413.9
million of notes payable with a weighted average interest rate of 7.0%. The $2.8
million increase from August 1, 1998 to December 31, 1998 in mortgages payable
was the net result of the assumption of a $4.7 million mortgage in connection
with the purchase of a property and the repayment of $1.9 of existing mortgages.
The reduction from August 1, 1998 to December 31, 1998 of $49 million of notes
payable was the result of the repayment of two issues of unsecured notes and the
issuance of one series of new notes. In connection with the Merger, on September
28, 1998, the Trust guaranteed the borrowings of New Plan Excel under New Plan
Excel's $300 million revolving credit facilities.
During the five-month period, the Trust made distributions to
shareholders of $23.9 million and paid $17.3 million for improvements to
existing properties.
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 $116.9 million. Accordingly,
management believes that potential exists for additional mortgage financing as
well as unsecured borrowing capacity from 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 D, E and K
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 aforementioned notes.
(b) Year 2000 Compliance
Year 2000 Compliance Readiness
The Trust's centralized corporate business and technical information
systems have been assessed as to Year 2000 compliance and functionality. Year
2000 compliance issues with respect to the Trust's internal business and
technical information systems were substantially remediated as of December 31,
1998. See " -- Year 2000 Compliance Detail" below. In addition, the Trust has
23
<PAGE> 26
completed the identification and review of computer hardware and software
suppliers and has verified the Year 2000 preparedness of these suppliers.
Year 2000 Compliance Detail
The Trust addressed 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 review involves (a) an assessment of the Year 2000 problems
that may affect the Trust, (b) the development of remedies to address the
problems discovered in the assessment phase, to the extent practical or
feasible, (c) the testing of such remedies and (d) 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 October 1998, the Trust began sending letters to or making
inquiries of 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 by April 30, 1999. The Trust is requesting that all responses to
the inquiries be returned to it no later than May 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; however,
based on the expanded needs of the Trust, replacement of the phone system
(including the voicemail system) is scheduled to occur by June 30, 1999. Phone
systems at other than corporate office locations are Year 2000 compliant. Phone
systems at the apartment communities are 87% Year 2000 compliant. The balance of
the phone systems at the apartment communities are scheduled to be reviewed and
be Year 2000 compliant by June 1999. The
24
<PAGE> 27
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 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 had reviews completed and, except for one minor item, are Year
2000 compliant. This one item is an electronic variable message sign at one
property, which is expected to be Year 2000 compliant by the second quarter of
1999.
Costs Related to the Year 2000 Issue
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. The
Trust currently estimates that to have all systems Year 2000 compliant will
require certain additional expenditures. At this time, the expenditures are
expected to range from a total of $60,000 to a "worst case" of $260,000.
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, major tenants, suppliers,
governmental agencies and municipalities) may be a potential risk based on their
individual Year 2000 preparedness which may not be within the Trust's reasonable
control. The failure of critical third parties' computer software programs and
operating systems to achieve Year 2000 compliance may result in system
malfunctions or failures. Such an occurrence would potentially affect the
ability of the third party to operate its business and thereby raise adequate
revenue to meet its contractual obligations to the Trust or provide services to
the Trust. In that event, the Trust may not receive revenue or services that it
had otherwise expected to receive pursuant to existing leases and contracts. The
failure of critical third parties to achieve Year 2000 compliance may have a
material adverse impact on the Trust's business, operating results and financial
condition.
The Trust is in the process of identifying and reviewing the Year 2000
preparedness of critical third parties. Anticipated completion of this review is
May 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.
Although the Trust's Year 2000 efforts are intended to minimize the
adverse effects of the Year 2000 issue on the Trust's business, operating
results and financial condition, the actual effects of the issue and the success
or failure of the Trust's efforts cannot be known until the year 2000. At this
point, the Trust believes that the most likely external sources of a material
adverse impact on the Trust's business, operating results and financial
condition as a result of Year 2000 issues are utilities (i.e., electricity,
natural gas, telephone service and water) furnished by third parties to the
Trust and a wide universe of other customers, none of which utilities are
readily available from alternate sources. The reasonably likely worst case
scenario that could affect the Trust's business, operating results and financial
condition would be a widespread prolonged power failure affecting a substantial
number of the geographic regions in which the Trust's properties are located. In
the event of such a widespread prolonged power failure, a significant number of
tenants may not be able to operate their stores and, as
25
<PAGE> 28
a result, their ability to pay rent could be substantially impaired. The Trust
is not aware of an economically feasible contingency plan which could be
implemented to prevent such a power failure from having a material adverse
effect on the Trust's business, operating results and financial condition.
(c) The Merger
Immediately following 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 Shares of Beneficial Interest held approximately 65% of
those shares. As further provided in the Merger Agreement, since September 28,
1998, the Board of Trustees of the Trust and the Board of Directors of New Plan
Excel have consisted of the six former members of Excel's Board and the nine
former members of the Trust's Board. The Merger has, for financial accounting
purposes, been accounted for as a purchase by the Trust of Excel using the
purchase method of accounting. The transaction was completed on September 28,
1998.
(d) New Accounting Standards
During 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 "Employers
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, 131, 132 and 133 for the five months ended December 31, 1998.
In addition, during 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 statement.
26
<PAGE> 29
(e) Results of Operations
Results of Operations for the Five Months Ended December 31, 1998 and
1997
The following table presents the Income Statements for the five months
ended December 31, 1998 and 1997 (in thousands).
<TABLE>
<CAPTION>
(Audited) (Unaudited)
Dec. 31, 1998 Dec. 31, 1997
------------- -------------
<S> <C> <C>
Revenues:
Rental income and related revenues $ 112,384 $ 98,827
Interest and dividend income 945 1,630
--------- ---------
Total revenues 113,329 100,457
--------- ---------
Operating expenses:
Operating costs 26,770 25,325
Real estate and other taxes 10,306 9,047
Interest expense 17,436 14,309
Depreciation and amortization 14,467 12,544
Provision for doubtful accounts 2,430 1,675
--------- ---------
Total operating expenses 71,409 62,900
--------- ---------
41,920 37,557
Administrative expenses 1,077 1,143
--------- ---------
Income before (loss)/gain on
sale of properties and securities: 40,843 36,414
Gain/(loss) on sale of properties
and securities, net 34 (67)
--------- ---------
Net income $ 40,877 $ 36,347
========= =========
</TABLE>
Revenues
Total revenues increased approximately $12.9 million to $113.3 million.
The increase in rental revenues was primarily the result of the acquisition of
18 properties since December 1997 and revenue increases in properties owned more
than one year. The decrease of $685,000 in investment revenue was due to lower
balances available for investment.
Operating Expenses
Total operating expenses increased $8.5 million to $71.4 million.
Operating costs increased $1.4 million to $26.8 million. The increase was due to
newly acquired properties. Real estate and other taxes increased $1.3 million to
$10.3 million. The principal reason for this increase was the larger portfolio
of properties. Interest expense increased approximately $3.1 million to $17.4
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 $1.9 million to $14.5 million because of the acquisition of
properties. Provision for doubtful accounts, net of recoveries, increased $.8
million to $2.4 million. This was due to an increase in delinquencies and a
higher level of revenue.
27
<PAGE> 30
Administrative Expenses, as a percentage of revenue, decreased slightly
to 1% compared to 1.1% in last year's comparable period.
Funds from operations ("FFO"), defined as net income plus depreciation
and amortization of real estate, less gains from sales of assets and securities,
increased $6.3 million to $55.3 million from $49.0 million in the prior year's
comparable five-month period. 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.
Fiscal Year Ended July 31, 1998 Compared to Fiscal Year Ended July 31,
1997
In fiscal 1998, total revenues increased $43.4 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
approximately $800,000 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 Shares of Beneficial Interest increased $8.1
million to $84.7 million and earnings per Share of Beneficial Interest increased
to $1.42 per share (on a diluted basis) from $1.30 per share (on a 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, 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 the twelve months ended July 31, 1998, distributions declared
and paid were $1.475 per Share of Beneficial Interest, a $.04 per share increase
over fiscal 1997. The most recent distribution declaration for Shares of
Beneficial Interest 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
28
<PAGE> 31
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 Lumberton, North Carolina,
were sold.
Net income applicable to Shares of Beneficial Interest increased $6.1
million to $77 million and earnings per Share of Beneficial Interest increased
to $1.30 per share (on a diluted basis) from $1.25 per share. The increase is
net of $461,000 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, 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
Share of Beneficial Interest, a $.04 per share increase over fiscal 1996. The
most recent distribution declaration for Shares of Beneficial Interest 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.
29
<PAGE> 32
Net income applicable to Shares of Beneficial Interest increased $7.8
million to $70.5 million and earnings per Share of Beneficial Interest increased
to $1.25 per share (on a diluted basis) from $1.18 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.
During fiscal 1996, distributions declared and paid were $1.395 per
Share of Beneficial Interest, a $.04 per share increase over the preceding year.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of December 31, 1998, the Trust had approximately $108.6 million of
outstanding floating rate debt and had guaranteed approximately $200.5 million
of outstanding floating rate debt of New Plan Excel. The Trust does not believe
that the interest rate risk represented by its floating rate debt, together with
the floating rate debt of New Plan Excel guaranteed by the Trust, is material as
of that date in relation to the approximately $580.8 million of outstanding
total debt of the Trust and the approximately $1.4 billion of total assets of
the Trust as of that date.
The Trust was not a party to any hedging agreements with respect to its
floating rate debt as of December 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
into fixed rate liabilities, such agreements 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 expense, 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 December 31, 1998, the Trust had no other material exposure to
market risk (including foreign currency exchange risk, commodity price risk or
equity price risk).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item appear with an Index to
Consolidated Financial Statements and Consolidated Financial Statement
Schedules, starting on page F-1 of this report.
30
<PAGE> 33
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 December 31, 1998, the Board of Trustees consisted of nine
trustees. In connection with the Merger on September 28, 1998, the Board of
Trustees was expanded to consist of 15 trustees. See "Business -- Narrative
Description of Business -- Developments from August 1998 to December 1998 -- 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 respective annual meetings, five trustees will be
elected, each to hold office for a specified term and until his successor is
elected and qualified.
In addition, information with respect to certain of the trustees
includes service as a member of the board of directors of ERT Development
Corporation ("EDV") and the board of directors of Excel Legacy Corporation
("Excel Legacy"). EDV is an affiliate of New Plan Excel. Excel Legacy was
spun-off by Excel in March 1998 through the distribution, on a pro-rata basis,
to the holders of Excel's common stock of all of the common stock of Excel
Legacy held by Excel.
Biographical Information of the Trustees
William Newman, age 72, has been Chairman of the Board of Directors of
New Plan Excel since September 1998 and Chairman of the Board of Trustees of the
Trust since its organization in 1972. 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 and
has been actively involved in real estate for over 50 years.
Arnold Laubich, age 69, has been a director of New Plan Excel since
September 1998 and a trustee of the Trust since 1988. He has been Chief
Executive Officer of New Plan Excel and the Trust 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.
Gary B. Sabin, age 44, has been a director of New Plan Excel since 1989
and a trustee of the Trust since September 1998. He has served as President of
New Plan Excel since 1989 and of the Trust since September 1998. He served as
Chairman of the Board of Directors and Chief Executive Officer of 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 since April 1998. Since
founding
31
<PAGE> 34
Excel's predecessor corporation in 1977, Mr. Sabin also has served as Chief
Executive Officer and a director of various affiliated companies, including EDV.
James M. Steuterman, age 42, has been a director of New Plan Excel
since September 1998 and a trustee of the Trust since 1990. He has served as
Co-Chief Operating Officer of New Plan Excel and the Trust since September 1998.
He has also served as Executive Vice President of New Plan Excel since September
1998 and of the Trust since 1994. Mr. Steuterman has been associated with the
Trust since 1984 as a property acquisitions 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 been as a director of New Plan Excel since
1989 and a trustee of the Trust since September 1998. He has served as Co-Chief
Operating Officer of New Plan Excel and the Trust since September 1998. He has
also served as Executive Vice President of New Plan Excel since 1989 and of the
Trust since September 1998. He served as Secretary of New Plan Excel from 1989
to September 1998. Mr. Muir has served as director, Executive Vice President and
Secretary of Excel Legacy since April 1998. Mr. Muir has also served as an
officer and director since 1978 of various affiliates of New Plan Excel,
including EDV, primarily in executive capacities, including asset acquisition,
financing and management.
Dean Bernstein, age 41, has been a director of New Plan Excel since
September 1998 and a trustee of the Trust since 1992. He has been Senior Vice
President -- Finance and Multifamily of New Plan Excel and the Trust since
September 1998. He served as Vice President -- Administration and Finance of the
Trust from 1994 to September 1998 and as Assistant Vice President of the Trust
from 1991 to 1994. Mr. Bernstein is the son-in-law of William Newman.
Raymond H. Bottorf, age 57, has been a director of New Plan Excel since
September 1998 and a trustee of the Trust since 1991. Mr. Bottorf has been the
Managing Director of the New York office of the Global Property Team of
ABN-AMRO, Inc., 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), a Dutch pension fund.
Norman Gold, age 68, has been a director of New Plan Excel since
September 1998 and a trustee of the Trust since its organization in 1972. 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, primarily an industrial and office REIT, which is not in any way
related to or competitive with New Plan Excel.
Boyd A. Lindquist, age 62, has been a director of New Plan Excel since
1992 and a trustee of the Trust since September 1998. Mr. Lindquist was the
President, Chief Executive Officer and a director of Republic Bank, Torrance,
California from July 1991 to October 1998. He currently is President and Chief
Executive Officer of Republic Bank, Inc. (in organization). Mr. Lindquist has
over 30 years' experience in managing financial institutions.
Melvin Newman, age 57, has been a director of New Plan Excel since
September 1998 and a trustee of the Trust since 1983. 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.
32
<PAGE> 35
Robert E. Parsons, Jr., age 43, has been a director of New Plan Excel
since 1989 and a trustee of the Trust since September 1998. He has served as a
director of Excel Legacy 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 subsidiaries of Host Marriott Corporation, and as a director of Merrill
Financial Corporation, a privately held real estate company. None of the
companies for which Mr. Parsons serves as a director or executive officer is in
any way related to or competitive with New Plan Excel.
Bruce A. Staller, age 62, has been a director of New Plan Excel since
1989 and a trustee of the Trust since September 1998. 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 53, has been a director of New Plan Excel since
September 1998 and a trustee of the Trust since 1994. 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 director of New Plan Excel since
September 1998 and a trustee of the Trust since 1994. Mr. White has served as
Senior Vice President of Conning Asset 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 Managing Director of the Salomon
Brothers Inc. real estate finance department. Mr. White also serves as a
director of Acadia Realty Trust, primarily a neighborhood and community shopping
center REIT, which is competitive with New Plan Excel and the Trust in certain
markets.
John H. Wilmot, age 56, has served as a director of New Plan Excel
since 1989 and a trustee of the Trust since September 1998. He has served as a
director of Excel Legacy since April 1998 and a director of EDV since April
1995. 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.
Meetings of the Board of Trustees
From August 1, 1998 to December 31, 1998, the Board of Trustees held
two meetings (including telephonic meetings) and took action by unanimous
written consent five times. None of the trustees who served as a trustee
attended during his period of service fewer than 75% of the aggregate of the
total number of meetings of the Board of Trustees and of any meetings of
committees on which he served during such period of service.
Committees of the Board of Trustees
As of August 1, 1998, the Board of Trustees had an Audit Committee. As
of that date, the Audit Committee consisted of four trustees, Messrs. Gold,
Wetzler, White and Bottorf, none of whom
33
<PAGE> 36
were employees of the Trust. 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. In connection with the Merger, since September 28, 1998, the Trust has
not had an Audit Committee. The Audit Committee did not meet from August 1, 1998
to September 28, 1998.
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, from August 1, 1998 to September 28,
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, during that period, executive officers of the Trust. In
connection with 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 December
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 administers grants under the plan with respect to the
trustees of the Trust who are executive officers of the Trust; (ii) a committee
consisting of the entire Board of Trustees, which administers grants under the
plan to certain designated executive officers of the Trust; and (iii) a
committee consisting of Messrs. William Newman and Laubich, which administers
grants under the plan to all other individuals who are employees of the Trust.
The Trust's 1991 Stock Option Plan, the Trust's Amended and Restated 1985
Incentive Stock Option Plan and the Trust's Non-Qualified Stock Option Plan are
administered by a stock option committee consisting of Messrs. William Newman,
Gold and Laubich. The Trust's March 1991 Stock Option Plan is administered by a
committee consisting of the entire Board of Trustees. None of these committees
met between August 1, 1998 and December 31, 1998.
In connection with the Merger, as of September 28, 1998, all
outstanding options under the Trust's five stock option plans, 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 Trust's
Shares of Beneficial Interest subject to such options immediately prior to 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. Since the Merger, no stock options have been granted under
any of the Trust's stock option plans. In the future, it is expected that no
stock options will be granted under any of the Trust's stock option plans.
Trustees' Compensation
From August 1, 1998 to September 28, 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 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.
34
<PAGE> 37
Executive Officers of the Trust
The executive officers of the Trust and their principal functions are
as follows:
<TABLE>
<CAPTION>
Name & Principal Position Age
------------------------- ---
<S> <C> <C>
William Newman....................... 72 Chairman of the Board of Directors of New Plan Excel since
Chairman of the Board of September 1998 and Chairman of the Board of Trustees of the
Trustees Trust since its organization in 1972; 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 and actively involved in real estate for
over 50 years.
Arnold Laubich....................... 69 Chief Executive Officer of New Plan Excel and the Trust since
Chief Executive Officer September 1998; director of New Plan Excel since September
1998 and trustee of the Trust since 1988; 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.
Gary B. Sabin........................ 44 President of New Plan Excel since 1989 and of the Trust since
President September 1998; director of New Plan Excel since 1989 and
trustee of the Trust since September 1998; Chairman of the
Board of Directors and Chief Executive Officer of New Plan
Excel from 1989 to September 1998; Chairman of the Board,
President and Chief Executive Officer of Excel Legacy since
April 1998; since founding Excel's predecessor corporation in
1977, Chief Executive Officer, chairman of the board of
directors and a director of various affiliated companies,
including EDV.
James M. Steuterman.................. 42 Co-Chief Operating Officer of New Plan Excel and the Trust
Executive Vice President and since September 1998; Executive Vice President of New Plan
Co-Chief Operating Officer Excel since September 1998 and of the Trust since 1994;
director of New Plan Excel since September 1998 and trustee of
the Trust since 1990; associated with the Trust since 1984 as
a property acquisitions specialist, becoming Director of
Acquisitions in 1986, a Vice President in 1988 and a Senior
Vice President in 1989.
Richard B. Muir...................... 43 Co-Chief Operating Officer of New Plan Excel and the Trust
Executive Vice President and since September 1998; Executive Vice President of New Plan
Co-Chief Operating Officer Excel since 1989 and of the Trust since September 1998;
director of New Plan Excel since 1989 and trustee of the Trust
since September 1998; Secretary of New Plan Excel from 1989 to
September 1998; director, Executive Vice President and
Secretary of Excel Legacy since April 1998; officer and
director since 1978 of various affiliates of New Plan Excel,
including EDV, primarily in executive capacities, including
asset acquisition, financing and management.
Jeffrey D. Egertson.................. 46 Chief Financial Officer and Senior Vice President of New Plan
Chief Financial Officer and Senior Excel and of the Trust since January 1999; Vice President,
Vice President Financial Services of TrizecHahn from 1997 to 1999, and
partner in charge of real estate practices for the Los Angeles
office of Coopers & Lybrand from 1989 to 1997.
William Kirshenbaum.................. 63 Vice President of New Plan Excel since September 1998 and of
Vice President and Treasurer the Trust since 1981; Treasurer of New Plan Excel since
September 1998 and of the Trust since 1983.
</TABLE>
35
<PAGE> 38
<TABLE>
<S> <C> <C>
Dean Bernstein....................... 41 Senior Vice President--Finance and Multifamily of New Plan
Senior Vice President--Finance and Excel and the Trust since September 1998; director of New Plan
Multifamily Excel since September 1998 and trustee of the Trust since
1992; Vice President--Administration and Finance of the Trust
from 1994 to September 1998; Assistant Vice President of the
Trust from 1991 to 1994; son-in-law of William Newman.
Graham R. Bullick.................... 48 Senior Vice President--Capital Markets of New Plan Excel since
Senior Vice President--Capital Markets 1991 and of the Trust since September 1998; Senior Vice
President--Capital Markets of Excel Legacy since April 1998;
officer or director of (or otherwise employed by) various
affiliates of New Plan Excel (or its predecessor) since 1991,
including EDV.
Mark T. Burton....................... 38 Senior Vice President--Acquisitions of New Plan Excel since
Senior Vice President--Acquisitions 1995 and of the Trust since September 1998; Vice President of
New Plan Excel from 1989 to 1995; Senior Vice
President--Acquisitions of Excel Legacy since April 1998;
associated with New Plan Excel, its predecessor and its
affiliates since 1983; officer or director of (or otherwise
employed by) various affiliates of New Plan Excel (or its
predecessor) since 1989, including EDV.
James DeCicco........................ 52 Senior Vice President--Leasing of New Plan Excel since
Senior Vice President--Leasing September 1998 and of the Trust since 1996; Vice President of
the Trust from 1992 to 1996; employee of the Trust since 1991.
Thomas J. Farrell.................... 42 Senior Vice President--Acquisitions of New Plan Excel and of
Senior Vice President--Acquisitions the Trust 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 New Plan
Senior Vice President--Legal Affairs Excel and the Trust since September 1998; Senior Vice
and Secretary President and General Counsel of New Plan Excel from 1995 to
September 1998; Assistant Secretary of New Plan Excel from
1996 to September 1998; Senior Vice President, General Counsel
and Assistant Secretary of Excel Legacy since April 1998;
officer or director of (or otherwise employed by) various
affiliates of New Plan Excel since 1995, including EDV; senior
partner at a San Diego law firm from 1987 to 1995.
Ronald H. Sabin...................... 48 Senior Vice President--Asset Management of New Plan Excel
Senior Vice President--Asset since 1989 and of the Trust since September 1998; Senior Vice
Management President--Asset Management of Excel Legacy since April 1998;
officer or director of (or otherwise employed by) affiliates
of New Plan Excel (or its predecessor) since 1979, including
EDV; brother of Gary B. Sabin.
Steven F. Siegel..................... 38 General Counsel of New Plan Excel since September 1998 and of
Senior Vice President and General the Trust since 1991; Senior Vice President of New Plan Excel
Counsel and the Trust since September 1998; Secretary of the Trust
from 1991 to September 1998.
John Visconsi........................ 55 Vice President--Leasing of New Plan Excel since 1997 and of
Vice President--Leasing the Trust since September 1998; Senior Vice President--Real
Estate of Price Enterprises, Inc. from 1996 to 1997; Director
of Leasing and Land Development for The Hahn Co., a real
estate developer, from 1981 to 1996.
</TABLE>
36
<PAGE> 39
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION TABLES
The following tables contain certain compensation information for the
two persons who served as Chief Executive Officer of the Trust during 1998 and
the four other most highly compensated executive officers of the Trust (the
"Named Executive Officers"):
(a) SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Securities
---------------------- Underlying All Other
Name & Title Year Salary Bonus Options (#) Compensation (2)
------------ ---- ------ ----- ----------- ----------------
<S> <C> <C> <C> <C> <C>
William Newman, Chairman
of the Board(3)................... 1998(4) $484,423 $125,000 -- $ 4,800
1997(4) $500,000 $125,000 37,500 $ 4,500
1996(4) $430,756 $ 75,000 -- $25,337
Arnold Laubich, Chief Executive
Officer(3)........................ 1998(4) $524,807 $340,000 -- $ 4,800
1997(4) $500,000 $250,000 37,500 $ 4,500
1996(4) $444,085 $100,000 -- $ 4,500
Gary B. Sabin, President............. 1998 $351,256(5) $300,000(5) 190,700 $ 5,000
1997 $282,562 $247,845 265,750 $ 4,750
1996 $273,083 $137,500 103,000 $ 4,750
James M. Steuterman, Executive
Vice President and Co-Chief
Operating Officer................. 1998(4) $324,846 $100,000 2,000 $ 4,800
1997(4) $290,000 $ 50,000 52,000 $ 4,500
1996(4) $232,693 $ 85,000 2,000 $ 4,500
Richard B. Muir, Executive Vice
President and Co-Chief
Operating Officer................. 1998 $225,517(5) $193,212(5) 4,200 $ 5,000
1997 $174,675 $153,212 178,250 $ 4,750
1996 $168,083 $ 85,000 73,000 $ 4,750
Steven F. Siegel, Senior Vice
President and General Counsel..... 1998(4) $174,046 $ 50,000 -- $ 4,800
1997(4) $153,898 $ 19,000 37,500 $ 4,500
1996(4) $142,500 $ 48,500 5,000 $ 4,500
</TABLE>
(1) Includes compensation paid by New Plan Excel and/or the Trust during
the applicable period.
(2) Includes the 401(k) plan contribution for executive officers and the
amount by which premiums exceeded the increase in cash surrender value
for split dollar life insurance for the Chairman of the Board. The
annual premiums paid for such insurance were $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 New Plan Excel and/or the Trust for services rendered by
each executive officer during the fiscal year indicated.
(3) William Newman served as Chief Executive Officer of the Trust from
January 1, 1998 through the Merger. In connection with the Merger,
Arnold Laubich became Chief Executive Officer of the Trust.
37
<PAGE> 40
(4) Prior to the Merger, the Trust had a July 31 fiscal year end.
Therefore, the compensation shown with respect to 1997 and 1996 for
executive officers of the Trust who were executive officers of the
Trust prior to the Merger (i.e., Messrs. Newman, Laubich, Steuterman
and Siegel) is for the twelve-month periods ended July 31, 1997 and
July 31, 1996, respectively. In connection with the Merger, the Trust
changed to a December 31 fiscal year end. Therefore, compensation shown
for executive officers with respect to 1998 is for the twelve-month
period ended December 31, 1998. As a result, information is not shown
for such executive officers with respect to the five-month period ended
December 31, 1997.
For the twelve-month period ended July 31, 1998 (which includes the
five-month period ended December 31, 1997), (i) Mr. William Newman
received $517,115 in salary, $125,000 in bonus, 112,500 stock options
and $4,800 of other compensation, (ii) Mr. Laubich received $517,115 in
salary, $250,000 in bonus, 112,500 stock options and $4,800 of other
compensation, (iii) Mr. Steuterman received $319,268 in salary, $60,000
in bonus, 150,000 stock options and $4,800 of other compensation, and
(iv) Mr. Siegel received $170,390 in salary, $22,500 in bonus, 112,500
stock options and $4,800 of other compensation.
(5) Under the terms of certain agreements between New Plan Excel and Excel
Legacy, Excel Legacy is obligated to pay to New Plan Excel 23% of the
salary and bonus of certain executive officers of New Plan Excel,
including Messrs. Sabin and Muir, as compensation for their services to
Excel Legacy.
(b) OPTION GRANTS IN 1998 (1)
<TABLE>
<CAPTION>
Potential Realizable Value
% of Total at Assumed Rates of Stock
Options Price Appreciation for
Granted to Exercise Option Term
Options Employees in Price Per Expiration -------------------------
Name & Title Granted 1998(2) Share(3) Date 5%(4) 10%(4)
------------ ------- ------- -------- ---- --------- --------
<S> <C> <C> <C> <C> <C> <C>
William Newman, Chairman of the
Board -- -- -- -- -- --
Arnold Laubich, Chief Executive
Officer -- -- -- -- -- --
Gary B. Sabin, President 186,500 34.5% $22.5625 9/27/08 $2,646,330 $6,706,319
4,200(3) .7% $22.7083 5/21/08 $59,981 $152,003
James M. Steuterman, Executive
Vice President and Co-Chief
Operating Officer 2,000 .4% $22.625 9/23/05 $18,421 $42,929
Richard B. Muir, Executive Vice
President and Co-Chief
Operating Officer 4,200(3) .7% $22.7083 5/21/08 $59,981 $152,003
Steven F. Siegel, Senior Vice
President and General Counsel -- -- -- -- -- --
</TABLE>
- ------------------
(1) Includes options granted by New Plan Excel and/or the Trust in 1998.
(2) Reflects the percentage of total options granted in 1998 to employees
of both New Plan Excel and the Trust.
(3) Adjusted to reflect a 20% stock dividend paid by New Plan Excel to its
stockholders in connection with, and immediately prior to, the Merger.
(4) The 5% and 10% rates of appreciation were set by the SEC and are not
intended to forecast future appreciation, if any, of the New Plan Excel
Common Stock.
38
<PAGE> 41
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
In connection with the Merger, on September 28, 1998, each Share of
Beneficial Interest of the Trust was converted into one share of New Plan Excel
Common Stock. As a result of the Merger, New Plan Excel is the record holder of
the only issued and outstanding Share of Beneficial Interest of the Trust.
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 1998 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 over a number of years by the Trust,
primarily to assist certain executive officers of the Trust in their purchase of
Shares of Beneficial Interest of the Trust, all of which were converted in the
Merger into shares of New Plan Excel Common Stock. Such loans are unsecured
except as specifically noted. As of December 31, 1998, William Kirshenbaum was
indebted to the Trust in the aggregate amount of $378,398 (the maximum loan
amount during 1998 was $436,892). 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). Mr. Kirshenbaum is Vice President and Treasurer of the Trust. During
1998, James M. Steuterman was indebted to the Trust in the aggregate amount of
$575,505 (which represented the maximum loan amount during 1998). 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. Mr.
Steuterman is Executive Vice President and Co-Chief Operating Officer of the
Trust and a trustee of the Trust. During 1998, Dean Bernstein was indebted to
the Trust in the aggregate amount of $95,062 (which represented the maximum loan
amount during 1998), represented by a demand note bearing interest at a rate of
5% per annum. Mr. Bernstein is Senior Vice President--Finance and Multifamily of
the Trust and a trustee of the Trust. During 1998, Steven F. Siegel was indebted
to the Trust in the aggregate amount of $111,881 (which represented the maximum
loan amount during 1998). The amount owed is represented by two demand notes,
each bearing interest at 5% per annum. Mr. Siegel is Senior Vice President and
General Counsel of the Trust. During 1998, James DeCicco was indebted to the
Trust in the aggregate amount of $144,818 (the maximum loan amount during 1998
was $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). Mr. DeCicco is Senior Vice President--Leasing
of the Trust.
Pursuant to an agreement dated June 3, 1982, 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 $20,000 in 1998. 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
39
<PAGE> 42
purchase price. As a result, the Trust no longer makes any payments with respect
to the use and upkeep of the apartment.
The Trust leases an office building from Page Associates on a net lease
basis for a current rent of approximately $186,000 per year (rental payments of
approximately $184,000 were made to Page Associates in 1998). 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, from August 1, 1998 to September 28, 1998, the Special Compensation
Committee of the Board of Trustees performed these functions with respect to
Messrs. William Newman, Laubich, Steuterman and Bernstein. The amount of
compensation paid by the Trust to its officers and the respective terms of
employment of such officers from August 1, 1998 to September 28, 1998 were, with
the exception of the four above-mentioned officers, determined primarily by
Messrs. William Newman and Laubich, each of whom served during that period both
as a trustee and as an executive officer of the Trust. In addition, the number
of options granted to the trustees of the Trust under the terms of the Trust's
option plans from August 1, 1998 to September 28, 1998 was determined by the
administrators of the option plans during that period, Messrs. William Newman,
Laubich and Gold.
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 December
31, 1998.
1. Form 8-K dated October 13, 1998 containing items 2, 7
and 8.
(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 filed as Exhibit 3.2 to the
Registrant's Form 10-K for the fiscal year ended July
31, 1998.
40
<PAGE> 43
*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.
*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 November 21, 1997, filed as
Exhibit 10.26 to the Form 10-K of New Plan Excel
Realty Trust, Inc. for the fiscal year ended December
31, 1998.
*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 filed as
Exhibit 10.2 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*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, filed as Exhibit 10.3 to the
Registrant's Form 10-K for the fiscal year ended July
31, 1998.
*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, filed as
Exhibit 10.4 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
10.5 Guaranty, dated September 28, 1998, by New Plan
Realty Trust.
*10.6 Unconditional Guaranty of Payment and Performance
dated as of September 28, 1998 by and between New
Plan Realty Trust and BankBoston N.A. filed as
Exhibit 10.5 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*10.7 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.
*10.8 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.
*10.9 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.
*10.10 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.
*10.11 Senior Securities Indenture among New Plan Excel
Realty Trust, Inc., New Plan Realty Trust, as
guarantor, and State Street Bank and Trust Company,
as Trustee, dated as of February 3, 1999 filed as
Exhibit 4.1 to the Current Report on Form 8-K of New
Plan Excel Realty Trust, Inc. dated February 3, 1999.
41
<PAGE> 44
*10.12 New Plan Realty Trust 1997 Stock Option Plan filed as
Exhibit 4.1 to the Registration Statement of New Plan
Excel Realty Trust, Inc. on Form S-8, File No.
333-65221, on October 1, 1998.
*10.13 New Plan Realty Trust 1991 Stock Option Plan, as
amended, filed as Exhibit 4.2 to the Registration
Statement of New Plan Excel Realty Trust, Inc. on
Form S-8, File No. 333-65221, on October 1, 1998.
*10.14 Amended and Restated New Plan Realty Trust 1985
Incentive Stock Option Plan filed as Exhibit 4.3 to
the Registration Statement of New Plan Excel Realty
Trust, Inc. on Form S-8, File No. 333-65221, on
October 1, 1998.
*10.15 New Plan Realty Trust March 1991 Stock Option Plan
and Non-Qualified Stock Option Plan filed as Exhibit
4.4 to the Registration Statement of New Plan Excel
Realty Trust, Inc. on Form S-8, File No. 333-65221,
on October 1, 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 "Risk Factors" contained in New Plan Excel Realty
Trust, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998.
- ------------------------------
*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.
42
<PAGE> 45
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 DECEMBER 31, 1998
NEW PLAN REALTY TRUST AND SUBSIDIARIES
NEW YORK, NEW YORK
<PAGE> 46
NEW PLAN REALTY TRUST AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors..................................................................................F-2
Consolidated Balance Sheets as of December 31, 1998, July 31, 1998
and July 31, 1997.............................................................................................F-3
Consolidated Statements of Income for the five months ended December 31,
1998 and years ended July 31, 1998, 1997 and 1996.............................................................F-5
Consolidated Statements of Changes in Shareholders' Equity for the five months
ended December 31, 1998 and years ended July 31, 1998,
1997 and 1996.................................................................................................F-6
Consolidated Statements of Cash Flows for the five months ended December 31,
1998 and years ended July 31, 1998, 1997 and 1996.............................................................F-7
Notes to Consolidated Financial Statements......................................................................F-9
Schedules
II - Valuation and Qualifying Accounts............................................................F-19
III - Real Estate and Accumulated Depreciation.....................................................F-20
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.
F-1
<PAGE> 47
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 December 31, 1998 and July 31, 1998 and
1997, and the consolidated results of their operations and their cash flows for
the five months ended December 31, 1998 and 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
February 5, 1999
F-2
<PAGE> 48
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998, JULY 31, 1998 AND JULY 31, 1997
(In Thousands)
<TABLE>
<CAPTION>
December 31, 1998 July 31, 1998 July 31, 1997
----------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Real estate, at cost
Land $ 281,352 $ 272,176 $ 232,502
Buildings and improvements 1,210,202 1,180,562 1,045,273
---------- ---------- ----------
1,491,554 1,452,738 1,277,775
Less accumulated depreciation and amortization 151,189 136,978 105,866
---------- ---------- ----------
1,340,365 1,315,760 1,171,909
Cash and cash equivalents 12,536 26,284 42,781
Marketable securities 1,700 1,787 2,034
Mortgages and notes receivable 13,399 13,878 23,107
Receivables
Trade and notes, net of allowance for doubtful accounts
(December 31, 1998 - $9,212;
July 31, 1998 - $7,926; July 31, 1997 - $5,581) 15,049 14,025 12,035
Other 1,236 1,376 1,464
Prepaid expenses and deferred charges 6,181 7,823 5,000
Other assets 4,232 3,592 2,814
---------- ---------- ----------
TOTAL ASSETS $1,394,698 $1,384,525 $1,261,144
========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
F-3
<PAGE> 49
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998, JULY 31, 1998 AND JULY 31, 1997
(In Thousands)
<TABLE>
<CAPTION>
December 31, 1998 July 31, 1998 July 31, 1997
----------------- ------------- -------------
<S> <C> <C> <C>
LIABILITIES:
Mortgages payable $ 116,913 $ 114,099 $ 65,573
Notes payable, net of unamortized discount (December 31,
1998 - $1,141; July 31, 1998 - $1,211;
July 31, 1997 - $1,366) 413,859 462,789 412,634
Due to New Plan Excel Realty Trust, Inc. 40,886 -- --
Other liabilities 31,311 37,520 33,359
Tenants' security deposits 5,670 5,590 4,623
---------- ---------- ----------
TOTAL LIABILITIES 608,639 619,998 516,189
---------- ---------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred shares, par value $1.00, 1,000,000 shares authorized;
issued and outstanding December 31, 1998: none; July 31, 1998
and 1997: 150,000 Series A Cumulative Step-Up Premium Rate
Preferred Shares, $75,000 redemption value -- 72,775 72,775
Shares of beneficial interest, without par value, unlimited
authorization; issued and outstanding (December 31, 1998: one
share; July 31, 1998: 59,874 shares; July 31, 1997: 58,934
shares) -- 759,853 738,011
Additional paid in capital 837,002 -- --
Less: loans receivable for purchase of shares of
beneficial interest 2,022 2,306 2,814
Add: unrealized gain on securities reported at fair value 726 813 1,057
---------- ---------- ----------
835,706 831,135 809,029
Less distributions in excess of net income 49,647 66,608 64,074
---------- ---------- ----------
TOTAL SHAREHOLDERS' EQUITY 786,059 764,527 744,955
---------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,394,698 $1,384,525 $1,261,144
========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
F-4
<PAGE> 50
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND
YEARS ENDED JULY 31, 1998, 1997 AND 1996
(In Thousands Except For Per Share Amounts)
<TABLE>
<CAPTION>
Dec. 31, 1998 July 31, 1998 July 31, 1997 July 31, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Rental income and related revenues $ 112,384 $ 246,309 $ 202,093 $ 162,821
Interest and dividend income 945 3,950 4,728 4,785
--------- --------- --------- ---------
Total revenues 113,329 250,259 206,821 167,606
--------- --------- --------- ---------
Operating expenses:
Operating costs 26,770 61,417 52,584 39,531
Real estate and other taxes 10,306 22,850 18,449 15,788
Interest expense 17,436 36,815 28,256 17,561
Depreciation and amortization 14,467 31,622 25,006 20,004
Provision for doubtful accounts 2,430 4,171 3,283 1,984
--------- --------- --------- ---------
Total operating expenses 71,409 156,875 127,578 94,868
--------- --------- --------- ---------
41,920 93,384 79,243 72,738
Administrative expenses 1,077 2,770 2,203 2,616
--------- --------- --------- ---------
Income before gain/(loss) on
sale of properties and securities: 40,843 90,614 77,040 70,122
Gain/(loss) on sale of properties
and securities, net 34 (41) (3) 399
--------- --------- --------- ---------
Net income 40,877 90,573 77,037 70,521
(Decrease)/increase in unrealized gain (87) (244) 414 461
--------- --------- --------- ---------
Comprehensive income $ 40,790 $ 90,329 $ 77,451 $ 70,982
========= ========= ========= =========
Preferred dividend required -- (5,850) (461) --
========= ========= ========= =========
Net income applicable to shares of beneficial interest $ 40,877 $ 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 -- $ 1.4725 $ 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> 51
NEW PLAN REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Five Months Ended December
31, 1998 and the Years Ended
July 31, 1998, 1997 and 1996
(In Thousands)
<TABLE>
<CAPTION>
Preferred Shares Shares of Beneficial Interest Additional
------------------- ------------------------------ Notes Paid
Issued Amount Issued Amount Receivable in Capital
------ ------ ------ ------ ---------- ----------
<S> <C> <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 in unrealized gain
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 in unrealized gain
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 in unrealized gain
---- -------- ------- --------- --------
Balance July 31, 1998 150 72,775 59,874 759,853 (2,306)
Net income
Dividends paid
Dividend reinvestment 235 4,374
Repayment of loans 284
Merger transactions (150) (72,775) (60,109) (764,227) 837,002
Decrease in unrealized gain
---- -------- ------- --------- -------- ---------
Balance December 31, 1998 0 $ 0 0 $ 0 $(2,022) $ 837,002
==== ======== ======= ========= ======== =========
</TABLE>
<TABLE>
<CAPTION>
Cumulative
Distributions in Total
Unrealized Gains Excess of Shareholders'
on Securities Net 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 in unrealized gain 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 in unrealized gain 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 in unrealized gain (244) (244)
------- --------- ---------
Balance July 31, 1998 813 (66,608) 764,527
Net income 40,877 40,877
Dividends paid (23,916) (23,916)
Dividend reinvestment 4,374
Repayment of loans 284
Merger transactions 0
Decrease in unrealized gain (87) (87)
------- --------- ---------
Balance December 31, 1998 $ 726 $(49,647) $786,059
======= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements
F-6
<PAGE> 52
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND
YEARS ENDED JULY 31, 1998, 1997 AND 1996
(In Thousands)
<TABLE>
<CAPTION>
December 31, 1998 July 31, 1998 July 31, 1997 July 31, 1996
----------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 40,877 $ 90,573 $ 77,037 70,521
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 14,467 31,622 25,006 20,004
(Gain)/loss on sale of properties and
securities, net (34) 41 3 (399)
Changes in operating assets and liabilities, net:
Change in trade and notes receivable (2,310) (4,335) (2,054) (5,776)
Change in other receivables 329 88 (355) 13
Change in allowance for doubtful accounts 1,286 2,345 1,604 1,054
Change in other liabilities (6,209) 4,161 3,475 8,239
Change in net sundry assets and liabilities 896 (2,988) 605 (250)
--------- --------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 49,302 121,507 105,321 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 329 (67) 3,862 3,474
Purchase and improvement of properties (34,383) (123,036) (282,607) (186,008)
Repayment of mortgage notes receivable, net 479 9,229 491 821
--------- --------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (33,575) (113,846) (277,772) (177,439)
--------- --------- --------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
(Continued on next page)
F-7
<PAGE> 53
NEW PLAN REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND
YEARS ENDED JULY 31, 1998, 1997 AND 1996
(CONTINUED FROM PREVIOUS PAGE)
(In Thousands)
<TABLE>
<CAPTION>
December 31, July 31, July 31, July 31,
1998 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
FINANCING ACTIVITIES
Distributions to shareholders of shares of
beneficial interest $ (23,916) $ (93,107) $ (83,825) $ (78,962)
Distribution to New Plan Excel Realty
Trust, Inc. shareholders (488) -- -- --
Issuance of preferred shares
pursuant to a public offering,
net of offering costs -- -- 72,775 --
Issuance of shares of beneficial interest
pursuant to a public offering -- -- -- 81,228
Issuance of shares of beneficial interest
pursuant to dividend reinvestment plan 4,374 18,197 16,475 15,126
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 issuance of notes 10,000 50,000 223,144 10,000
Repayment of notes (59,000) -- -- --
Principal payments on mortgages (1,914) (3,401) (862) (10,898)
Merger costs and other amounts due to
New Plan Excel Realty Trust, Inc. 41,185 -- -- --
Repayment of loans receivable for the
purchase of shares of beneficial
interest 284 508 269 286
--------- --------- --------- ---------
NET CASH (USED)/PROVIDED BY
FINANCING ACTIVITIES (29,475) (24,158) 210,932 36,444
--------- --------- --------- ---------
(DECREASE)/INCREASE IN CASH AND
CASH EQUIVALENTS (13,748) (16,497) 38,481 (47,589)
Cash and cash equivalents at beginning of year 26,284 42,781 4,300 51,889
--------- --------- --------- ---------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 12,536 $ 26,284 $ 42,781 $ 4,300
========= ========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
F-8
<PAGE> 54
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 on
July 31, 1972 as a business trust under the laws of the Commonwealth of
Massachusetts. Prior to the Merger, New Plan Realty Trust and subsidiaries (the
"Trust") met the qualification requirements of a real estate investment trust (a
"REIT") under the applicable provisions of the Internal Revenue Code of 1986
(the "Code"). Accordingly, during that period, the Trust did not pay Federal
income taxes on REIT taxable income (including net capital gains) that it
distributed currently to shareholders. During that period, the Trust may have
been subject to tax by certain states that did not recognize REIT tax treatment.
Provision for such taxes was included in real estate and other taxes.
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, which for
1998 met the qualification requirements of a REIT under the Code. As a result,
from September 28, 1998 to December 31, 1998, the Trust was a disregarded entity
for federal income tax purposes. The Trust may be subject to tax by certain
states that do not recognize REIT tax treatment. 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. Buildings and building improvements are depreciated over 40 years
and other assets over useful lives ranging from 5 to 20 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 of properties 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 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 "Employers Disclosure About Pensions and
F-9
<PAGE> 55
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, 131, 132 and
133 for the five months ended December 31, 1998.
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, as well as any other normal
software costs.
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 (in thousands).
<TABLE>
<CAPTION>
December 31, 1998 July 31, 1998 July 31, 1997
----------------- ------------- -------------
<S> <C> <C> <C>
Amortized cost basis $ 974 $ 974 $ 977
Unrealized holdings gains 726 813 1,057
------- ------ ------
Fair value $ 1,700 $1,787 $2,034
======= ====== ======
</TABLE>
F-10
<PAGE> 56
The net decrease in unrealized holding gains that has been included as
a separate component of shareholders' equity is $87,000 for the five months
ended December 31, 1998. The weighted average cost 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 December 31, 1998, July 31,
1998 and July 31, 1997.
NOTE C - MORTGAGES & NOTES RECEIVABLE
Mortgages and Notes Receivable are collateralized principally by real
property and consist of the following (in thousands):
<TABLE>
<CAPTION>
Dec. 31, 1998 July 31, 1998 July 31, 1997
------------- ------------- -------------
<S> <C> <C> <C>
10% purchase money first mortgage, due August 31, 1999 $ 5,180 $ 5,180 $ 5,180
9.38% purchase money first mortgage, due July 30, 1999 4,205 4,205 4,205
9.375% purchase money first mortgage, due July 27, 2002 -- -- 10,350
12% leasehold mortgage, due May 1, 2008 851 864 890
11.5% note, due April 30, 2004 201 212 237
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 750 750 750
8.75% purchase money first mortgage, due July 23, 2001 603 700 700
10% leasehold mortgage, due May 31, 2008 1,609 1,322 --
-------- -------- --------
$ 13,399 $ 13,878 $ 23,107
======== ======== ========
</TABLE>
F-11
<PAGE> 57
NOTE D - MORTGAGES AND CREDIT FACILITY
Mortgages are collateralized by real property with aggregate carrying
amounts of approximately $245.2 million before accumulated depreciation and
amortization. As of December 31, 1998, mortgages payable bear interest at rates
ranging from 3.5% to 10.75%, having a weighted average rate of 7.7% per annum
and mature from 1999 to 2010.
Scheduled principal payments during each of the next five fiscal years
and thereafter are approximately as follows (in thousands):
<TABLE>
<CAPTION>
Year Ending December 31,
------------------------
<S> <C> <C>
1999 $ 12,932
2000 29,053
2001 22,018
2002 16,281
2003 8,177
Thereafter 28,452
--------
Total $116,913
========
</TABLE>
New Plan Excel Realty Trust, Inc. has two revolving credit facilities
which provide for a total of up to $300 million of debt. As of December 31,
1998, New Plan Excel Realty Trust, Inc. had a total of approximately $201
million outstanding under its revolving credit facilities, of which $50 million
is reflected in the Trust's balance sheet as due to New Plan Excel Realty Trust,
Inc.
Interest costs capitalized for the five months ended December 31, 1998
and for the years ended July 31, 1998, 1997 and 1996 were approximately $159,
$12, $868 and $203, respectively.
F-12
<PAGE> 58
NOTE E - NOTES PAYABLE
Notes Payable consists of the following (in thousands):
<TABLE>
<CAPTION>
Dec. 31, July 31, July 31,
Description Face Amount Due Date 1998 1998 1997
----------- ----------- -------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
7.75% Senior notes, effective interest
rate 7.95%, net of unamortized discount;
December 31, 1998 - $957; July 31, 1998
- - $1,019; July 31, 1997 - $1,132 $100,000 4/6/2005 $ 99,043 $ 98,981 $ 98,868
6.80% Senior unsecured notes, effective
interest rate 6.87%, net of unamortized
discount; December 31, 1998 - $184; July
31, 1998 - $192; July 31, 1997- $234 $81,000 5/15/2002 80,816 80,808 80,766
7.97% unsecured notes 10,000 8/14/2026 10,000 10,000 10,000
Variable rate unsecured notes 49,000 8/3/1999 49,000 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 25,000
7.68% unsecured notes 20,000 11/2/2026 20,000 20,000 20,000
Variable rate unsecured notes 40,000 5/15/2000 40,000 40,000 40,000
7.35% unsecured notes 30,000 6/15/2007 30,000 30,000 30,000
6.9% unsecured notes 50,000 2/15/2028 50,000 50,000 --
Variable rate unsecured notes 10,000 8/18/2000 10,000 -- --
-------- -------- --------
Total $413,859 $462,789 $412,634
======== ======== ========
</TABLE>
The Notes are unsecured 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 five months ended December 31, 1998, $170 of amortized
discount and issuing costs were included in interest expense.
F-13
<PAGE> 59
NOTE F - OTHER LIABILITIES (in thousands)
<TABLE>
<CAPTION>
December 31, July 31, July 31,
1998 1998 1997
---- ---- ----
<S> <C> <C> <C>
Accounts payable $ 4,035 $ 3,362 $ 2,096
Taxes payable 8,985 10,523 9,289
Interest payable on notes 6,365 9,712 7,779
Amounts due seller of property 1,429 1,952 1,467
Accrued professional and personnel costs 1,342 1,239 1,666
Accrued construction costs 4,521 4,789 4,872
Acquisition costs 806 1,120 1,884
Other 3,052 3,715 2,969
Deferred rent expense and rent received in advance 776 1,108 1,337
------- ------- -------
$31,311 $37,520 $33,359
======= ======= =======
</TABLE>
NOTE G - 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 (in
thousands):
<TABLE>
<CAPTION>
Year Ending December 31,
------------------------
<S> <C> <C>
1999 $ 982
2000 950
2001 1,131
2002 1,085
2003 1,297
Thereafter 11,357
-------
Total $16,802
=======
</TABLE>
For the year ended July 31, 1998, the lease for office space included
contingent rentals for real estate tax escalations and operating expense in the
amount of $10. There were no contingent rentals for the five months ended
December 31, 1998 and for the years ended July 31, 1998 and 1997. In addition,
ground leases provide for fixed rent escalations and renewal options.
NOTE H - RENTAL INCOME UNDER OPERATING LEASES
Minimum future rentals to be received during the next five fiscal years
and thereafter
F-14
<PAGE> 60
with initial or remaining noncancellable lease terms in excess of one year are
approximately as follows (in thousands):
<TABLE>
<CAPTION>
Year Ending December 31,
------------------------
<S> <C> <C>
1999 $134,512
2000 115,722
2001 100,804
2002 84,918
2003 69,928
Thereafter 381,611
--------
Total $887,495
========
</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, increases in Consumer Price Indices, common area maintenance
charges and real estate tax reimbursements. Contingent rentals included in
income for the five months ended December 31, 1998 and for the years ended July
31, 1998, 1997 and 1996 amounted to approximately $15,044, $34,421, $28,933 and
$26,173, respectively.
NOTE I - SUPPLEMENTAL CASH FLOW INFORMATION
The Trust entered into the following non-cash investing and financing
activities (in thousands):
<TABLE>
<CAPTION>
Five months
ended Year ended Year ended Year ended
Dec. 31, July 31, July 31, July 31,
1998 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Mortgages payable assumed in the acquisition of
properties $ 4,730 $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 five months ended December
31, 1998 and year ended July 31, 1998, 1997 and 1996 were $100, $156, $872 and
$0, respectively. Interest paid for the five months ended December 31, 1998 and
for the years ended July 31, 1998, 1997 and 1996 was $20,344, $34,876, $24,642,
and $17,085, respectively.
NOTE J - 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
F-15
<PAGE> 61
Trust may, at the discretion of the Board of Trustees, make a voluntary
contribution to the Savings Plan. For the five months ended December 31, 1998
and the years ended July 31, 1998, 1997 and 1996, the Trust's expense for the
Savings Plan was $159, $317, $250 and $228, respectively.
NOTE K - FINANCIAL INSTRUMENTS
The estimated fair values of the Trust's financial instruments are as
follows (in thousands):
<TABLE>
<CAPTION>
December 31, 1998 July 31, 1998 July 31, 1997
Carrying Fair Carrying Fair Carrying Fair
Amounts Value Amounts Value Amounts Value
------- ----- ------- ----- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $12,536 $12,536 $ 26,284 $ 26,284 $ 42,781 $ 42,781
Marketable securities 1,700 1,700 1,787 1,787 2,034 2,034
Mortgages and notes receivable 13,399 13,600 13,878 14,100 23,107 24,200
Other receivables 1,236 1,236 1,376 1,376 1,464 1,464
Liabilities:
Mortgages payable 116,913 118,300 114,099 115,700 65,573 67,500
Notes payable 413,859 464,500 462,789 501,800 412,634 429,200
Other liabilities 31,311 31,311 37,520 37,520 33,359 33,359
Due to New Plan Excel
Realty Trust, Inc. 40,886 40,886 -- -- -- --
</TABLE>
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, other receivables, amounts due from New Plan
Excel Realty Trust, Inc. 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.
F-16
<PAGE> 62
NOTE L - SEGMENT INFORMATION
The Trust's two primary business segments are retail and residential
rental properties. At December 31, 1998, the retail segment consists of 145
shopping centers and the residential segment consists of 54 garden apartment
communities. Selected financial information for each segment is as follows:
<TABLE>
<CAPTION>
Retail Residential Other Total
------ ----------- ----- -----
<S> <C> <C> <C> <C>
For Five Months Ended
December 31, 1998
Revenue $ 79,913 $ 32,471 $ 945 $ 113,329
Operating expenses 22,988 16,518 1,077 40,583
---------- ---------- ---------- -----------
56,925 15,953 (132) 72,746
Interest Expense 17,436 17,436
Depreciation 10,986 3,481 14,467
Gain on sale of securities/
properties 34 34
---------- ---------- ---------- -----------
Net Income $ 45,939 $ 12,472 ($ 17,534) $ 40,877
========== ========== =========== ===========
Real estate assets, net $ 990,918 $ 349,447 $ 1,340,365
========== ========== ===========
For Year Ended July 31, 1998
Revenue $176,983 $ 69,326 $ 3,950 $ 250,259
Operating expenses 52,222 36,216 2,770 91,208
------ ------ ----- ------
124,761 33,110 1,180 159,051
Interest Expense 36,815 36,815
Depreciation 24,077 7,545 31,622
Loss on sale of securities/
properties (41) (41)
---------- ---------- ---------- -----------
Net Income $ 100,684 $ 25,565 ( $35,676) $ 90,573
========== ========== =========== ===========
Real estate assets, net $ 977,617 $ 338,143 $ 1,315,760
========== ========== ===========
For Year Ended July 31, 1997
Revenue $ 146,762 $ 55,331 $ 4,728 $ 206,821
Operating expenses 45,163 29,153 2,203 76,519
---------- ---------- ---------- -----------
101,599 26,178 2,525 130,302
Interest Expense 28,256 28,256
Depreciation 19,464 5,542 -- 25,006
Loss on sale of securities/
properties (3) (3)
---------- ---------- ---------- -----------
Net Income $ 82,135 $ 20,636 ( $25,734) $ 77,037
========== ========== =========== ===========
Real estate assets, net $ 875,027 $ 296,882 $ 1,171,909
========== ========== ===========
</TABLE>
F-17
<PAGE> 63
NOTE M - TRANSITION PERIOD COMPARATIVE DATA
The following table presents certain financial information for the five
months ended December 31, 1998 and 1997 (in thousands):
<TABLE>
<CAPTION>
Five Months Ended
December 31,
1998 (audited) 1997 (unaudited)
-------------- ----------------
<S> <C> <C>
Revenues $113,329 $100,457
======== ========
Net income 40,877 36,347
======== ========
</TABLE>
NOTE N - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (in thousands, except per
share data)
<TABLE>
<CAPTION>
Earnings Per Share
Revenue Net Income Basic Diluted
------- ---------- ----- -------
<S> <C> <C> <C> <C>
Five Months Ended Dec. 31, 1998
August 1 - September 30, 1998 $45,167 $16,570 -- --
October 1 - December 31, 1998 $68,162 $24,307 -- --
Year Ended July 31, 1998
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
Year Ended July 31, 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-18
<PAGE> 64
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(1) of Period
- ----------- --------- -------- -------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Five Months Ended December
31, 1998
Allowance for
doubtful accounts $7,926 $2,430 -- $1,144 $9,212
Year Ended
July 31, 1998
Allowance for
doubtful accounts $5,581 $4,171 -- $1,826 $7,926
Year Ended
July 31, 1997
Allowance for
doubtful accounts $3,977 $3,283 -- $1,679 $5,581
Year Ended
July 31, 1996
Allowance for
doubtful accounts $2,923 $1,967 -- $913 $3,977
</TABLE>
(1) Trade receivables charged to the reserve.
F-19
<PAGE> 65
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
BRECKENRIDGE APARTMENTS 604,487 2,411,462 243,391 604,487 2,654,853 3,259,340
BIRMINGHAM AL
COURTS AT WILDWOOD 1,119,320 4,477,301 375,229 1,119,320 4,852,530 5,971,850
BIRMINGHAM AL
DEVONSHIRE PLACE 1,245,728 4,982,914 1,258,662 1,245,728 6,241,576 7,487,304
BIRMINGHAM AL
THE CLUB APARTMENTS 1,709,558 6,838,233 478,885 1,709,558 7,317,118 9,026,676
BIRMINGHAM AL
HILLCREST APARTMENTS 1,252,632 251,734 3,325,604 46,201 251,734 3,371,805 3,623,539
MOBILE AL
KNOLLWOOD APARTMENTS 6,026,518 4,352,001 16,926,403 113,981 4,352,001 17,040,384 21,392,385
MOBILE AL
MAISON DE VILLE APTS 4,625,000 1,971,014 7,897,056 178,168 1,971,014 8,075,224 10,046,238
MOBILE AL
MAISON IMPERIAL APTS 1,750,000 672,368 2,702,471 76,681 672,368 2,779,152 3,451,520
MOBILE AL
PLANTATION APARTMENTS 1,000,000 410,866 1,653,465 41,016 410,866 1,694,481 2,105,347
MOBILE AL
MAYFAIR APARTMENTS 240,000 962,217 490,850 240,000 1,453,067 1,693,067
DOVER DE
RODNEY APARTMENTS 769,188 1,612,614 1,276,499 769,188 2,889,113 3,658,301
DOVER DE
CHARTER POINTE APARTMENTS 5,311,423 1,501,146 9,049,327 68,878 1,501,146 9,118,205 10,619,351
ALTAMONTE SPRINGS FL
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Apartments
**************************
BRECKENRIDGE APARTMENTS 479,784 1979 Feb 92 40 Years
BIRMINGHAM AL
COURTS AT WILDWOOD 712,160 1969 Jul 93 40 Years
BIRMINGHAM AL
DEVONSHIRE PLACE 1,107,811 1971 Feb 92 40 Years
BIRMINGHAM AL
THE CLUB APARTMENTS 685,168 1969-1974 May 95 40 Years
BIRMINGHAM AL
HILLCREST APARTMENTS 124,807 1977 Jun 97 40 Years
MOBILE AL
KNOLLWOOD APARTMENTS 662,866 1978-1982 May 97 40 Years
MOBILE AL
MAISON DE VILLE APTS 491,555 1963,71-73 Jul 96 40 Years
MOBILE AL
MAISON IMPERIAL APTS 169,717 1969-73 Jul 96 40 Years
MOBILE AL
PLANTATION APARTMENTS 107,789 1977 Jul 96 40 Years
MOBILE AL
MAYFAIR APARTMENTS 765,949 1971 Jan 81 40 Years
DOVER DE
RODNEY APARTMENTS 2,364,431 1963-1965 Jan 69 40 Years
DOVER DE
CHARTER POINTE APARTMENTS 164,055 1973 Apr 98 40 Years
ALTAMONTE SPRINGS FL
</TABLE>
F-20
<PAGE> 66
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
LAKE PARK APARTMENTS 833,000 1,822,039 2,666,191 833,000 4,488,230 5,321,230
LAKE PARK FL
CAMBRIDGE APARTMENTS 878,593 3,514,373 99,398 878,593 3,613,771 4,492,364
ATHENS GA
TARA APARTMENTS 3,388,178 1,192,545 4,792,179 128,179 1,192,545 4,920,358 6,112,903
ATHENS GA
REGENCY CLUB APARTMENTS 1,179,910 4,719,639 222,879 1,179,910 4,942,518 6,122,428
EVANSVILLE IN
FOREST HILLS APARTMENTS 714,761 8,197,499 110,780 714,761 8,308,279 9,023,040
INDIANAPOLIS IN
HAWTHORNE HEIGHTS APTS 1,669,304 6,698,215 280,586 1,669,304 6,978,801 8,648,105
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 518,646 2,075,236 759,651 518,646 2,834,887 3,353,533
LEXINGTON KY
SADDLEBROOK APARTMENTS 1,939,164 7,756,655 545,864 1,939,164 8,302,519 10,241,683
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,231,914 395,614 1,306,230 5,627,528 6,933,758
LOUISVILLE KY
LA FONTENAY APARTMENTS 1,176,550 4,706,200 870,010 1,176,550 5,576,210 6,752,760
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 284,793 1,139,174 117,656 284,793 1,256,830 1,541,623
LOUISVILLE KY
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Apartments
**************************
LAKE PARK APARTMENTS 2,480,820 1965 Feb 76 40 Years
LAKE PARK FL
CAMBRIDGE APARTMENTS 244,803 1972,1982 May 96 40 Years
ATHENS GA
TARA APARTMENTS 323,422 1970 Jun 96 40 Years
ATHENS GA
REGENCY CLUB APARTMENTS 276,705 1980 Sep 96 40 Years
EVANSVILLE IN
FOREST HILLS APARTMENTS 252,036 1974 Oct 97 40 Years
INDIANAPOLIS IN
HAWTHORNE HEIGHTS APTS 450,156 1965 Jun 96 40 Years
INDIANAPOLIS IN
JAMESTOWN APARTMENTS 685,698 1967 Sep 91 40 Years
LEXINGTON KY
SADDLEBROOK APARTMENTS 809,352 1969 May 95 40 Years
LEXINGTON KY
CHARLESTOWN @ DOUGLASS HILLS 780,972 1974 Sep 93 40 Years
LOUISVILLE KY
LA FONTENAY APARTMENTS 963,981 1970 Jul 92 40 Years
LOUISVILLE KY
POPLAR LEVEL APARTMENTS 266,849 1974 Jan 91 40 Years
LOUISVILLE KY
</TABLE>
F-21
<PAGE> 67
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
RIVERCHASE APARTMENTS 807,302 3,229,206 92,393 807,302 3,321,599 4,128,901
NEWPORT KY
FORESTWOOD APARTMENTS 2,070,811 8,283,242 146,217 2,070,811 8,429,459 10,500,270
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 3,906,900 15,627,597 140,132 3,906,900 15,767,729 19,674,629
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 2,930,484 11,721,937 84,873 2,930,484 11,806,810 14,737,294
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 1,292,778 5,171,112 333,278 1,292,778 5,504,390 6,797,168
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 1,435,783 5,726,132 145,314 1,435,783 5,871,446 7,307,229
CARY NC
POLO RUN APARTMENTS 4,665,137 4,331,230 8,413,395 26,740 4,331,230 8,440,135 12,771,365
RALEIGH NC
MEADOW EAST APARTMENTS 86,407 1,467,282 475,011 86,407 1,942,293 2,028,700
POTSDAM NY
MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,702,889 163,235 2,838,549 3,001,784
ROME NY
NORTHGATE APARTMENTS 7,477,107 1,513,498 9,297,201 89,980 1,513,498 9,387,181 10,900,679
COLUMBUS OH
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Apartments
**************************
RIVERCHASE APARTMENTS 190,391 1968 Aug 96 40 Years
NEWPORT KY
FORESTWOOD APARTMENTS 442,614 1985 Oct 96 40 Years
BATON ROUGE LA
SHERWOOD ACRES APARTMENTS 846,789 1978-1979 Oct 96 40 Years
BATON ROUGE LA
WILLOW BEND LAKE APARTMENTS 610,704 1986 Oct 96 40 Years
BATON ROUGE LA
DEERHORN VILLAGE APARTMENTS 506,242 1974 Jul 95 40 Years
KANSAS CITY MO
CARDINAL WOODS APARTMENTS 187,388 1978 Aug 97 40 Years
CARY NC
POLO RUN APARTMENTS 61,642 1971 Aug 98 40 Years
RALEIGH NC
MEADOW EAST APARTMENTS 757,735 1964-1971 Sep 83 40 Years
POTSDAM NY
MOHAWK GARDEN APARTMENTS 1,267,708 1947 Nov 85 40 Years
ROME NY
NORTHGATE APARTMENTS 118,532 1970 Jul 98 40 Years
COLUMBUS OH
</TABLE>
F-22
<PAGE> 68
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
SPRING CREEK APARTMENTS 1,455,271 9,082,352 94,502 1,455,271 9,176,854 10,632,125
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 1,065,284 4,269,138 178,642 1,065,284 4,447,780 5,513,064
FAIRBORN OH
CHESTERFIELD APARTMENTS 179,109 1,449,156 383,446 179,109 1,832,602 2,011,711
MAUMEE OH
EASTGREEN ON THE COMMONS 5,992,763 1,142,888 7,648,557 107,445 1,142,888 7,756,002 8,898,890
APARTMENTS
REYNOLDSBURG OH
GOLDCREST APARTMENTS 1,133,355 4,533,416 118,704 1,133,355 4,652,120 5,785,475
SHARONVILLE OH
CAMBRIDGE PARK APTS 1,223,582 4,894,326 137,271 1,223,582 5,031,597 6,255,179
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 626,807 2,507,226 143,776 626,807 2,651,002 3,277,809
HARRISBURG PA
HARBOUR LANDING APARTMENTS 1,141,954 4,567,815 170,235 1,141,954 4,738,050 5,880,004
COLUMBIA SC
SEDGEFIELD APARTMENTS 1,550,734 6,211,936 266,388 1,550,734 6,478,324 8,029,058
FLORENCE SC
TURTLE CREEK APARTMENTS 984,565 3,954,261 54,519 984,565 4,008,780 4,993,345
GREENVILLE SC
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Apartments
**************************
SPRING CREEK APARTMENTS 337,136 1985 Jun 97 40 Years
COLUMBUS OH
ARLINGTON VILLAGE APARTMENTS 504,259 1966 Aug 94 40 Years
FAIRBORN OH
CHESTERFIELD APARTMENTS 359,159 1979-1984 Feb 91 40 Years
MAUMEE OH
EASTGREEN ON THE COMMONS 173,710 1971,1982 Jan 98 40 Years
APARTMENTS
REYNOLDSBURG OH
GOLDCREST APARTMENTS 263,268 1968 Aug 96 40 Years
SHARONVILLE OH
CAMBRIDGE PARK APTS 286,760 1973 Aug 96 40 Years
UNION TWP-CINN OH
GOVERNOUR'S PLACE APARTMENTS 250,650 1974 Apr 95 40 Years
HARRISBURG PA
HARBOUR LANDING APARTMENTS 409,409 1974 Sep 95 40 Years
COLUMBIA SC
SEDGEFIELD APARTMENTS 749,295 1972,74,79 Jul 94 40 Years
FLORENCE SC
TURTLE CREEK APARTMENTS 260,602 1976 Jun 96 40 Years
GREENVILLE SC
</TABLE>
F-23
<PAGE> 69
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
HICKORY LAKE APARTMENTS 1,369,251 5,483,004 816,699 1,369,251 6,299,703 7,668,954
ANTIOCH TN
COURTS @ WATERFORD PLACE 2,745,404 10,982,373 205,987 2,745,404 11,188,360 13,933,764
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 1,150,270 4,611,080 689,744 1,150,270 5,300,824 6,451,094
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 806,355 3,230,420 159,051 806,355 3,389,471 4,195,826
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 1,358,400 5,437,602 106,963 1,358,400 5,544,565 6,902,965
CLARKSVILLE TN
THE PINES APARTMENTS 918,769 3,679,074 126,037 918,769 3,805,111 4,723,880
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 476,624 1,906,284 124,424 476,624 2,030,708 2,507,332
EAST RIDGE TN
MILLER CREST APARTMENTS 747,155 3,025,619 126,915 747,155 3,152,534 3,899,689
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 1,273,023 5,269,532 102,202 1,273,023 5,371,734 6,644,757
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 1,896,828 7,587,313 115,743 1,896,828 7,703,056 9,599,884
NASHVILLE TN
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Apartments
**************************
HICKORY LAKE APARTMENTS 858,210 1974 Dec 93 40 Years
ANTIOCH TN
COURTS @ WATERFORD PLACE 582,335 1988,89 Dec 96 40 Years
CHATTANOOGA TN
ASHFORD PLACE APARTMENTS 740,205 1972-1974 Oct 93 40 Years
CLARKSVILLE TN
CEDAR VILLAGE APARTMENTS 389,854 1982 Jul 94 40 Years
CLARKSVILLE TN
PADDOCK PLACE APARTMENTS 623,147 1989 Jul 94 40 Years
CLARKSVILLE TN
THE PINES APARTMENTS 437,044 1986 Jul 94 40 Years
CLARKSVILLE TN
LANDMARK ESTATES APARTMENTS 119,993 1971 Aug 96 40 Years
EAST RIDGE TN
MILLER CREST APARTMENTS 203,735 1973 Jun 96 40 Years
JOHNSON CITY TN
CEDAR BLUFF APARTMENTS 358,636 1980 May 96 40 Years
KNOXVILLE TN
COUNTRY PLACE APARTMENTS 532,660 1979 Apr 96 40 Years
NASHVILLE TN
</TABLE>
F-24
<PAGE> 70
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Apartments
**************************
WOODBRIDGE APARTMENTS 1,594,214 6,376,854 112,890 1,594,214 6,489,744 8,083,958
NASHVILLE TN
Factory Outlets
*************************
FACTORY MERCHANTS BARSTOW 9,433,158 5,730,337 22,936,349 12,971,577 5,730,337 35,907,926 41,638,263
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 55,716 4,488,742 14,426,139 10,222,860 4,488,742 24,648,999 29,137,741
ST AUGUSTINE FL
FACTORY MERCHANTS BRANSON 17,669 22,312,120 11,777,940 17,669 34,090,060 34,107,729
BRANSON MO
FACTORY OUTLET VILLAGE OSAGE 6,978,714 27,259,675 7,630,589 6,978,714 34,890,264 41,868,978
BEACH
OSAGE BEACH MO
SIX FLAGS FACTORY OUTLET 889,214 1,249,781 27,109,466 889,214 28,359,247 29,248,461
JACKSON NJ
FACTORY MERCHANTS 411,023 1,644,017 1,046,535 411,023 2,690,552 3,101,575
FT CHISWELL
MAX MEADOWS VA
Miscellaneous
*****************************
PIZZA HUT - PAD 40,065 225,958 40,065 225,958 266,023
GREENVILLE NC
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Apartments
**************************
WOODBRIDGE APARTMENTS 367,698 1980 Aug 96 40 Years
NASHVILLE TN
Factory Outlets
*************************
FACTORY MERCHANTS BARSTOW 4,816,983 1989 Nov 93 40 Years
BARSTOW CA
ST AUGUSTINE OUTLET CENTER 4,395,210 1991 Mar 92 40 Years
ST AUGUSTINE FL
FACTORY MERCHANTS BRANSON 4,398,613 1988 Nov 93 40 Years
BRANSON MO
FACTORY OUTLET VILLAGE OSAGE 5,281,332 1987 Jan 93 40 Years
BEACH
OSAGE BEACH MO
SIX FLAGS FACTORY OUTLET 1,024,495 1997 Apr 97 40 Years
JACKSON NJ
FACTORY MERCHANTS 990,970 1989 Nov 93 40 Years
FT CHISWELL
MAX MEADOWS VA
Miscellaneous
*****************************
PIZZA HUT - PAD 93,052 1973 May 86 35 Years
GREENVILLE NC
</TABLE>
F-25
<PAGE> 71
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Miscellaneous
***************************
HARDEES - PAD 400,000 400,000 400,000
HANOVER PA
PIZZA HUT - PAD 427,500 427,500 427,500
HARRISONBURG VA
Office Building
***************************
INSTITUTE FOR 1,389,460 1,389,460 1,389,460
DEFENSE ANALYSIS
PRINCETON NJ
Shopping Centers
***************************
CLOVERDALE VILLAGE 634,152 2,536,606 7,304 634,152 2,543,910 3,178,062
FLORENCE AL
DOVERAMA @ RODNEY VILLAGE 50,755 311,781 50,755 311,781 362,536
DOVER DE
RODNEY VILLAGE 1,202,551 2,082,918 2,304,609 1,202,551 4,387,527 5,590,078
DOVER DE
REGENCY PARK 3,888,425 15,553,501 36,703 3,888,425 15,590,204 19,478,629
SHOPPING CENTER
JACKSONVILLE FL
SOUTHGATE SHOPPING CENTER 4,253,341 3,981,290 10,621 4,253,341 3,991,911 8,245,252
NEW PORT RICHIE FL
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Miscellaneous
***************************
HARDEES - PAD 14,583 1971 Jul 97 35 Years
HANOVER PA
PIZZA HUT - PAD 29,518 1969 Jul 96 35 Years
HARRISONBURG VA
Office Building
***************************
INSTITUTE FOR 710,447 1982 May 74 35 Years
DEFENSE ANALYSIS
PRINCETON NJ
Shopping Centers
***************************
CLOVERDALE VILLAGE 268,309 1986 Oct 94 40 Years
FLORENCE AL
DOVERAMA @ RODNEY VILLAGE 78,948 1969 Oct 88 40 Years
DOVER DE
RODNEY VILLAGE 3,295,179 1959 Jan 69 40 Years
DOVER DE
REGENCY PARK 578,421 1985 Jun 97 40 Years
SHOPPING CENTER
JACKSONVILLE FL
SOUTHGATE SHOPPING CENTER 120,983 1966 Aug 97 40 Years
NEW PORT RICHIE FL
</TABLE>
F-26
<PAGE> 72
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
PRESIDENTIAL PLAZA 1,312,956 2,456,917 113,551 1,312,956 2,570,468 3,883,424
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 437,485 812,473 13,147 437,485 825,620 1,263,105
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 4,137,254 2,524,647 3,504,446 2,524,647 3,504,446 6,029,093
ORLANDO FL
RIVERWOOD SHOPPING CENTER 2,243,023 1,500,580 8,960 2,243,023 1,509,540 3,752,563
PORT ORANGE FL
SEMINOLE PLAZA 2,128,480 2,215,356 2,128,480 2,215,356 4,343,836
SEMINOLE FL
RUTLAND PLAZA 1,443,294 5,773,175 100,169 1,443,294 5,873,344 7,316,638
ST PETERSBURG FL
ALBANY PLAZA 696,447 2,799,786 148,167 696,447 2,947,953 3,644,400
ALBANY GA
SOUTHGATE PLAZA - ALBANY 231,517 970,811 107,751 231,517 1,078,562 1,310,079
ALBANY GA
EASTGATE PLAZA - AMERICUS 221,637 1,036,331 108,166 221,637 1,144,497 1,366,134
AMERICUS GA
PERLIS PLAZA 774,966 5,301,644 561,117 774,966 5,862,761 6,637,727
AMERICUS GA
ROGERS PLAZA 291,014 688,590 110,593 291,014 799,183 1,090,197
ASHBURN GA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
PRESIDENTIAL PLAZA 109,729 1977 Apr 97 40 Years
NORTH LAUDERDALE FL
PRESIDENTIAL PLAZA WEST 34,914 1977 Apr 97 40 Years
NORTH LAUDERDALE FL
COLONIAL MARKETPLACE 62,058 1979,86 Apr 98 40 Years
ORLANDO FL
RIVERWOOD SHOPPING CENTER 48,515 1984,1996 Sep 97 40 Years
PORT ORANGE FL
SEMINOLE PLAZA 36,923 1964 Jun 98 40 Years
SEMINOLE FL
RUTLAND PLAZA 312,166 1964 Nov 96 40 Years
ST PETERSBURG FL
ALBANY PLAZA 335,831 1968 May 94 40 Years
ALBANY GA
SOUTHGATE PLAZA - ALBANY 209,515 1969 Jul 90 40 Years
ALBANY GA
EASTGATE PLAZA - AMERICUS 224,221 1980 Jul 90 40 Years
AMERICUS GA
PERLIS PLAZA 1,246,644 1972 Jul 90 40 Years
AMERICUS GA
ROGERS PLAZA 188,896 1974 Jul 90 40 Years
ASHBURN GA
</TABLE>
F-27
<PAGE> 73
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
SWEETWATER VILLAGE 707,938 2,831,750 13,405 707,938 2,845,155 3,553,093
AUSTELL GA
CEDAR PLAZA 928,302 3,713,207 50,395 928,302 3,763,602 4,691,904
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 745,006 3,266,424 84,289 745,006 3,350,713 4,095,719
CEDARTOWN GA
CORDELE SQUARE 864,335 3,457,337 407,896 864,335 3,865,233 4,729,568
CORDELE GA
MR B'S CORDELE GA 166,047 154,140 7,880 166,047 162,020 328,067
SOUTHGATE PLAZA - CORDELE 202,682 958,998 154,037 202,682 1,113,035 1,315,717
CORDELE GA
HABERSHAM VILLAGE 1,301,643 4,340,422 725,184 1,301,643 5,065,606 6,367,249
CORNELIA GA
MIDWAY VILLAGE 1,553,580 2,887,506 30,692 1,553,580 2,918,198 4,471,778
SHOPPING CENTER
DOUGLASVILLE GA
WESTGATE - DUBLIN 699,174 5,834,809 157,749 699,174 5,992,558 6,691,732
DUBLIN GA
MARSHALL'S AT EASTLAKE 1,710,517 2,069,483 1,710,517 2,069,483 3,780,000
SHOPPING CENTER
MARIETTA GA
NEW CHASTAIN CORNERS 2,457,446 5,741,641 79,266 2,457,446 5,820,907 8,278,353
SHOPPING CENTER
MARIETTA GA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
SWEETWATER VILLAGE 299,013 1985 Oct 94 40 Years
AUSTELL GA
CEDAR PLAZA 395,837 1994 Oct 94 40 Years
CEDARTOWN GA
CEDARTOWN SHOPPING CENTER 337,017 1989 Jan 95 40 Years
CEDARTOWN GA
CORDELE SQUARE 835,268 1968 Jul 90 40 Years
CORDELE GA
MR B'S CORDELE GA 34,226 1968 Jul 90 40 Years
SOUTHGATE PLAZA - CORDELE 207,655 1969 Jul 90 40 Years
CORDELE GA
HABERSHAM VILLAGE 899,667 1985 May 92 40 Years
CORNELIA GA
MIDWAY VILLAGE 112,308 1989 May 97 40 Years
SHOPPING CENTER
DOUGLASVILLE GA
WESTGATE - DUBLIN 1,247,698 1974 Jul 90 40 Years
DUBLIN GA
MARSHALL'S AT EASTLAKE 10,779 1982 Oct 98 40 Years
SHOPPING CENTER
MARIETTA GA
NEW CHASTAIN CORNERS 209,180 1990 Jul 97 40 Years
SHOPPING CENTER
MARIETTA GA
</TABLE>
F-28
<PAGE> 74
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
VILLAGE AT SOUTHLAKE 1,733,198 3,017,677 1,733,198 3,017,677 4,750,875
MORROW GA
CREEKWOOD SHOPPING
CENTER REX GA 1,160,203 3,482,609 (1) 1,160,203 3,482,608 4,642,811
EISENHOWER SQUARE SHOPPING 1,029,500 4,117,700 119,157 1,029,500 4,236,857 5,266,357
CENTER
SAVANNAH GA
VICTORY SQUARE 1,206,181 4,824,725 132,610 1,206,181 4,957,335 6,163,516
SAVANNAH GA
TIFT-TOWN TIFTON GA 271,444 1,325,238 271,359 271,444 1,596,597 1,868,041
WESTGATE - TIFTON 156,269 304,704 963 156,269 305,667 461,936
TIFTON GA
HAYMARKET MALL 1,230,252 5,031,799 119,315 1,230,252 5,151,114 6,381,366
DES MOINES IA
HAYMARKET SQUARE 6,145,000 2,056,172 8,224,688 477,383 2,056,172 8,702,071 10,758,243
DES MOINES IA
SOUTHFIELD PLAZA 3,188,496 3,897,167 6,246,066 3,188,496 10,143,233 13,331,729
SHOPPING
CENTER BRIDGEVIEW IL
WESTRIDGE COURT SHOPPING 9,815,696 39,261,783 572,970 9,815,696 39,834,753 49,650,449
CENTER
NAPERVILLE IL
TINLEY PARK PLAZA 2,607,702 10,430,808 268,156 2,607,702 10,698,964 13,306,666
TINLEY PARK IL
COLUMBUS CENTER 1,196,269 3,608,315 2,425,562 1,196,269 6,033,877 7,230,146
COLUMBUS OH
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
VILLAGE AT SOUTHLAKE 53,878 1983 Apr 98 40 Years
MORROW GA
CREEKWOOD SHOPPING
CENTER REX GA 134,142 1990 May 97 40 Years
EISENHOWER SQUARE SHOPPING 153,727 1985 Jul 97 40 Years
CENTER
SAVANNAH GA
VICTORY SQUARE 799,322 1986 Jul 92 40 Years
SAVANNAH GA
TIFT-TOWN TIFTON GA 320,373 1965 Jul 90 40 Years
WESTGATE - TIFTON 64,487 1980 Jul 90 40 Years
TIFTON GA
HAYMARKET MALL 461,211 1968-1979 May 95 40 Years
DES MOINES IA
HAYMARKET SQUARE 780,750 1971-1979 May 95 40 Years
DES MOINES IA
SOUTHFIELD PLAZA 472,373 1958,72 Dec 96 40 Years
SHOPPING
CENTER BRIDGEVIEW IL
WESTRIDGE COURT SHOPPING 1,457,604 1990 Jul 97 40 Years
CENTER
NAPERVILLE IL
TINLEY PARK PLAZA 916,627 1973 Sep 95 40 Years
TINLEY PARK IL
COLUMBUS CENTER 1,769,737 1964 Dec 88 40 Years
COLUMBUS OH
</TABLE>
F-29
<PAGE> 75
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
**************************
JASPER MANOR 1,319,937 7,110,063 34,383 1,319,937 7,144,446 8,464,383
JASPER IN
TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 10,437 1,104,876 3,769,940 4,874,816
PRINCETON IN
WABASH CROSSING 1,614,878 6,470,511 27,744 1,614,878 6,498,255 8,113,133
WAVASH IN
JACKSON VILLAGE 284,815 3,115,586 589,956 284,815 3,705,542 3,990,357
JACKSON KY
J*TOWN CENTER 1,331,074 4,121,997 616,521 1,331,074 4,738,518 6,069,592
JEFFERSONTOWN KY
NEW LOUISA PLAZA 469,014 1,998,752 161,683 469,014 2,160,435 2,629,449
LOUISA KY
PICCADILLY SQUARE 355,000 1,588,409 323,428 355,000 1,911,837 2,266,837
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,945,679 7,792,717 704,388 1,945,679 8,497,105 10,442,784
MIDDLETOWN KY
LIBERTY PLAZA 2,075,809 8,303,237 231,483 2,075,809 8,534,720 10,610,529
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 312,650 1,833,330 86,550 312,650 1,919,880 2,232,530
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 1,625,580 6,514,322 1,478,391 1,625,580 7,992,713 9,618,293
ANN ARBOR MI
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Shopping Centers
**************************
JASPER MANOR 1,226,687 1990 Feb 92 40 Years
JASPER IN
TOWN FAIR SHOPPING CENTER 552,397 1991 Feb 93 40 Years
PRINCETON IN
WABASH CROSSING 819,505 1988 Dec 93 40 Years
WAVASH IN
JACKSON VILLAGE 855,520 1983 Dec 88 40 Years
JACKSON KY
J*TOWN CENTER 1,208,377 1959 Oct 88 40 Years
JEFFERSONTOWN KY
NEW LOUISA PLAZA 709,155 1978 Feb 88 40 Years
LOUISA KY
PICCADILLY SQUARE 471,983 1973 Apr 89 40 Years
LOUISVILLE KY
EASTGATE SHOPPING CENTER 1,130,235 1987 Nov 93 40 Years
MIDDLETOWN KY
LIBERTY PLAZA 776,744 1962 May 95 40 Years
RANDALLSTOWN MD
SHOPPING CENTER - SALISBURY 677,263 1973 May 86 35 Years
SALISBURY MD
MAPLE VILLAGE SHOPPING CENTER 841,868 1965 Oct 94 40 Years
ANN ARBOR MI
</TABLE>
F-30
<PAGE> 76
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
*****************************
FARMINGTON CROSSROADS 1,092,200 4,368,800 68,806 1,092,200 4,437,606 5,529,806
FARMINGTON MI
DELTA CENTER 2,405,200 9,620,800 122,447 2,405,200 9,743,247 12,148,447
LANSING MI
HAMPTON VILLAGE CENTRE 8,638,500 34,541,500 198,445 8,638,500 34,739,945 43,378,445
ROCHESTER HILLS MI
FASHION CORNERS 2,244,800 8,799,200 9,900 2,244,800 8,809,100 11,053,900
SAGINAW MI
HALL ROAD CROSSING 2,595,500 10,382,000 234,843 2,595,500 10,616,843 13,212,343
SHELBY MI
SOUTHFIELD PLAZA 2,052,995 8,180,980 (63,004) 2,052,995 8,117,976 10,170,971
SOUTHFIELD MI
DELCO PLAZA 9,600,000 1,277,504 5,109,367 47,116 1,277,504 5,156,483 6,433,987
STERLING HEIGHTS MI
WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 361,433 1,530,281 6,482,556 8,012,837
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 181,998 1,014,432 55,222 181,998 1,069,654 1,251,652
GOLDSBORO NC
SHOPPING CENTER - WILSON 315,000 1,780,370 71,456 315,000 1,851,826 2,166,826
WILSON NC
LAUREL SQUARE 3,261,701 9,283,302 759,174 3,261,701 10,042,476 13,304,177
BRICKTOWN NJ
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Shopping Centers
*****************************
FARMINGTON CROSSROADS 331,600 1986 Dec 95 40 Years
FARMINGTON MI
DELTA CENTER 730,699 1985 Dec 95 40 Years
LANSING MI
HAMPTON VILLAGE CENTRE 2,586,668 1990 Dec 95 40 Years
ROCHESTER HILLS MI
FASHION CORNERS 655,358 1986 Dec 95 40 Years
SAGINAW MI
HALL ROAD CROSSING 810,230 1985 Dec 95 40 Years
SHELBY MI
SOUTHFIELD PLAZA 163,530 1969-70 Feb 98 40 Years
SOUTHFIELD MI
DELCO PLAZA 262,923 1970,73 Nov 96 40 Years
STERLING HEIGHTS MI
WASHTENAW FOUNTAIN PLAZA 1,071,937 1989 Oct 92 40 Years
YPSILANTI MI
SHOPPING CENTER - GOLDSBORO 373,756 1973 May 86 35 Years
GOLDSBORO NC
SHOPPING CENTER - WILSON 653,182 1973 May 86 35 Years
WILSON NC
LAUREL SQUARE 1,651,818 1973 Jul 92 40 Years
BRICKTOWN NJ
</TABLE>
F-31
<PAGE> 77
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
Shopping Centers
************************
<S> <C> <C> <C> <C> <C> <C> <C>
HAMILTON PLAZA 1,124,415 4,513,658 230,648 1,124,415 4,744,306 5,868,721
HAMILTON NJ
BENNETTS MILLS PLAZA 1,794,122 6,399,888 73,207 1,794,122 6,473,095 8,267,217
JACKSON NJ
MIDDLETOWN PLAZA 1,204,829 1,479,487 3,715,382 1,204,829 5,194,869 6,399,698
MIDDLETOWN NJ
TINTON FALLS PLAZA 1,884,325 6,308,392 78,693 1,884,325 6,387,085 8,271,410
TINTON FALLS NJ
RENAISSANCE CENTER EAST 2,543,856 10,175,427 185,340 2,543,856 10,360,767 12,904,623
LAS VEGAS NV
UNIVERSITY MALL 115,079 1,009,902 809,401 115,079 1,819,303 1,934,382
CANTON NY
CORTLANDVILLE 236,846 1,439,000 430,013 236,846 1,869,013 2,105,859
CORTLAND NY
KMART PLAZA 942,257 3,769,027 246,904 942,257 4,015,931 4,958,188
DEWITT NY
D & F PLAZA 730,512 2,156,542 1,518,651 730,512 3,675,193 4,405,705
DUNKIRK NY
SHOPPING CENTER - ELMIRA 110,116 891,205 110,116 891,205 1,001,321
ELMIRA NY
PYRAMID MALL 2,175,221 8,700,884 130,112 2,175,221 8,830,996 11,006,217
GENEVA NY
SHOPPING CENTER - 139,429 524,517 104,564 139,429 629,081 768,510
GLOVERSVILLE
GLOVERSVILLE NY
</TABLE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Encumbrances Depreciation Construction Acquired Statement
----------- ------------ ------------ ------------ -------- ---------
Shopping Centers
************************
<S> <C> <C> <C> <C> <C>
HAMILTON PLAZA 575,638 1972 May 94 40 Years
HAMILTON NJ
BENNETTS MILLS PLAZA 690,887 1988 Sep 94 40 Years
JACKSON NJ
MIDDLETOWN PLAZA 1,975,246 1972 Jan 75 40 Years
MIDDLETOWN NJ
TINTON FALLS PLAZA 138,896 1953 Jan 98 40 Years
TINTON FALLS NJ
RENAISSANCE CENTER EAST 582,999 1981 Oct 96 40 Years
LAS VEGAS NV
UNIVERSITY MALL 978,278 1967 Jan 76 40 Years
CANTON NY
CORTLANDVILLE 489,930 1984 Aug 87 35 Years
CORTLAND NY
KMART PLAZA 533,698 1970 Aug 93 40 Years
DEWITT NY
D & F PLAZA 1,095,552 1967 Jan 86 40 Years
DUNKIRK NY
SHOPPING CENTER - ELMIRA 220,017 1976 Feb 89 40 Years
ELMIRA NY
PYRAMID MALL 1,189,643 1973 Aug 93 40 Years
GENEVA NY
SHOPPING CENTER - 154,687 1974 Dec 88 40 Years
GLOVERSVILLE
GLOVERSVILLE NY
</TABLE>
F-32
<PAGE> 78
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
Shopping Centers
*********************
<S> <C> <C> <C> <C> <C> <C> <C>
MCKINLEY PLAZA 1,246,680 4,986,720 123,938 1,246,680 5,110,658 6,357,338
HAMBURG NY
CAYUGA PLAZA 1,397,708 5,591,832 504,127 1,397,708 6,095,959 7,493,667
ITHACA NY
SHOPS @ SENECA MALL 1,545,838 6,183,353 608,752 1,545,838 6,792,105 8,337,943
LIVERPOOL NY
TRANSIT ROAD PLAZA 424,634 1,698,537 411,938 424,634 2,110,475 2,535,109
LOCKPORT NY
SHOPPING CENTER - MARCY 400,000 2,231,817 94,207 400,000 2,326,024 2,726,024
MARCY NY
WALLKILL PLAZA 18,221,501 2,445,200 8,580,800 148,852 2,445,200 8,729,652 11,174,852
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 1,026,477 8,642,364 80,406 1,026,477 8,722,770 9,749,247
MONROE NY
ROCKLAND PLAZA 3,990,842 3,570,410 5,249,876 3,990,842 8,820,286 12,811,128
NANUET NY
SOUTH PLAZA 508,013 1,051,638 1,583,556 508,013 2,635,194 3,143,207
NORWICH NY
WESTGATE PLAZA - ONEONTA 142,821 1,192,103 272,942 142,821 1,465,045 1,607,866
ONEONTA NY
OSWEGO PLAZA 250,000 1,168,027 2,577,573 250,000 3,745,600 3,995,600
OSWEGO NY
MOHAWK ACRES 241,606 1,268,890 1,547,899 241,606 2,816,789 3,058,395
ROME NY
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
Shopping Centers
*********************
<S> <C> <C> <C> <C>
MCKINLEY PLAZA 894,323 1991 Jun 92 40 Years
HAMBURG NY
CAYUGA PLAZA 1,465,270 1969 May 89 40 Years
ITHACA NY
SHOPS @ SENECA MALL 879,664 1971 Aug 93 40 Years
LIVERPOOL NY
TRANSIT ROAD PLAZA 271,560 1971 Aug 93 40 Years
LOCKPORT NY
SHOPPING CENTER - MARCY 839,627 1971 May 86 35 Years
MARCY NY
WALLKILL PLAZA 648,691 1986 Dec 95 40 Years
MIDDLETOWN NY
MONROE SHOPRITE PLAZA 262,739 1972 Aug 97 40 Years
MONROE NY
ROCKLAND PLAZA 3,577,574 1963 Jan 83 40 Years
NANUET NY
SOUTH PLAZA 1,118,274 1967 Apr 83 40 Years
NORWICH NY
WESTGATE PLAZA - ONEONTA 585,660 1967 Jan 84 40 Years
ONEONTA NY
OSWEGO PLAZA 1,476,969 1966 Jan 77 40 Years
OSWEGO NY
MOHAWK ACRES 943,306 1965 Feb 84 40 Years
ROME NY
</TABLE>
F-33
<PAGE> 79
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
Shopping Centers
************************
<S> <C> <C> <C> <C> <C> <C> <C>
MONTGOMERY WARD 93,341 483,405 231,437 93,341 714,842 808,183
ROME NY
PRICE CHOPPER PLAZA 933,792 3,735,170 933,792 3,735,170 4,668,962
ROME NY
WESTGATE MANOR 211,711 391,982 816,709 211,711 1,208,691 1,420,402
PLAZA - ROME
ROME NY
NORTHLAND 16,182 255,557 823,737 16,182 1,079,294 1,095,476
WATERTOWN NY
HARBOR PLAZA 388,997 1,456,108 253,099 388,997 1,709,207 2,098,204
ASHTABULA OH
BELPRE PLAZA 2,066,121 140,189 2,206,310 2,206,310
BELPRE OH
SOUTHWOOD PLAZA 707,073 1,537,519 879,270 707,073 2,416,789 3,123,862
BOWLING GREEN OH
BRENTWOOD PLAZA 2,027,969 8,222,875 630,901 2,027,969 8,853,776 10,881,745
CINCINNATI OH
DELHI SHOPPING CENTER 2,300,029 9,218,117 23,207 2,300,029 9,241,324 11,541,353
CINCINNATI OH
WESTERN VILLAGE 1,321,484 5,300,935 117,335 1,321,484 5,418,270 6,739,754
SHOPPING CENTER
CINCINNATI OH
CROWN POINT 7,823,966 2,881,681 7,958,319 8,564 2,881,681 7,966,883 10,848,564
SHOPPING CENTER
COLUMBUS OH
SOUTH TOWNE CENTRE 4,737,368 9,636,943 1,564,282 4,737,368 11,201,225 15,938,593
DAYTON OH
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
Shopping Centers
************************
<S> <C> <C> <C> <C>
MONTGOMERY WARD 280,465 1965 Jan 84 40 Years
ROME NY
PRICE CHOPPER PLAZA 502,252 1988 Aug 93 40 Years
ROME NY
WESTGATE MANOR 296,138 1961 Jan 86 40 Years
PLAZA - ROME
ROME NY
NORTHLAND 350,633 1962 Jan 73 40 Years
WATERTOWN NY
HARBOR PLAZA 357,743 1988 Feb 91 40 Years
ASHTABULA OH
BELPRE PLAZA 624,217 1969 Jun 88 40 Years
BELPRE OH
SOUTHWOOD PLAZA 789,527 1961 May 90 40 Years
BOWLING GREEN OH
BRENTWOOD PLAZA 986,748 1957 May 94 40 Years
CINCINNATI OH
DELHI SHOPPING CENTER 586,777 1973,85,87 May 96 40 Years
CINCINNATI OH
WESTERN VILLAGE 626,669 1960 May 94 40 Years
SHOPPING CENTER
CINCINNATI OH
CROWN POINT 132,833 1980-85,97 July 98 40 Years
SHOPPING CENTER
COLUMBUS OH
SOUTH TOWNE CENTRE 2,061,034 1972 Mar 92 40 Years
DAYTON OH
</TABLE>
F-34
<PAGE> 80
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
*****************************
HERITAGE SQUARE 1,749,182 7,011,927 59,707 1,749,182 7,071,634 8,820,816
DOVER OH
MIDWAY CROSSING 1,944,200 7,776,800 179,675 1,944,200 7,956,475 9,900,675
ELYRIA OH
FAIRFIELD MALL 1,287,649 1,685,919 101,962 1,287,649 1,787,881 3,075,530
FAIRFIELD OH
SILVER BRIDGE PLAZA 919,022 3,197,673 1,490,228 919,022 4,687,901 5,606,923
GALLIPOLIS OH
SHOPPING CENTER - GENOA 96,001 1,016,349 96,001 1,016,349 1,112,350
GENOA OH
PARKWAY PLAZA 950,667 2,069,921 466,216 950,667 2,536,137 3,486,804
MAUMEE OH
NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 128,373 2,102,371 9,305,291 11,407,662
NEW BOSTON OH
MARKET PLACE 597,923 3,738,164 403,895 597,923 4,142,059 4,739,982
PIQUA OH
BRICE PARK 5,136,931 4,854,414 10,204,698 5,545 4,854,414 10,210,243 15,064,657
SHOPPING CENTER
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 1,046,480 1,769,207 381,861 1,046,480 2,151,068 3,197,548
TOLEDO OH
GREENTREE SHOPPING CENTER 6,732,454 3,379,200 6,860,800 3,379,200 6,860,800 10,240,000
UPPER ARLINGTON OH
</TABLE>
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Shopping Centers
*****************************
HERITAGE SQUARE 988,601 1959 Aug 93 40 Years
DOVER OH
MIDWAY CROSSING 585,046 1986 Dec 95 40 Years
ELYRIA OH
FAIRFIELD MALL 393,357 1978 May 90 40 Years
FAIRFIELD OH
SILVER BRIDGE PLAZA 1,826,085 1972 Dec 86 40 Years
GALLIPOLIS OH
SHOPPING CENTER - GENOA 198,155 1987 Mar 91 40 Years
GENOA OH
PARKWAY PLAZA 572,411 1955 Sep 89 40 Years
MAUMEE OH
NEW BOSTON SHOPPING CENTER 1,363,313 1991 Feb 93 40 Years
NEW BOSTON OH
MARKET PLACE 857,770 1972 Nov 91 40 Years
PIQUA OH
BRICE PARK 181,170 1989-92 Mar 98 40 Years
SHOPPING CENTER
REYNOLDSBURG OH
CENTRAL AVE MARKET PLACE 435,396 1968 Aug 90 40 Years
TOLEDO OH
GREENTREE SHOPPING CENTER 114,347 1974,80,91 Jul 98 40 Years
UPPER ARLINGTON OH
</TABLE>
F-35
<PAGE> 81
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
*****************************
BETHEL PARK PLAZA 868,039 9,933,094 888,266 868,039 10,821,360 11,689,399
BETHEL PARK PA
DILLSBURG SHOPPING CENTER 1,166,376 4,665,505 1,166,376 4,665,505 5,831,881
DILLSBURG PA
NEW GARDEN 912,130 3,161,495 (17,349) 912,130 3,144,146 4,056,276
SHOPPING CENTER
KENNETT SQUARE PA
STONEMILL PLAZA 1,407,975 5,650,901 58,389 1,407,975 5,709,290 7,117,265
LANCASTER PA
CROSSROADS PLAZA 384,882 1,040,668 368,438 384,882 1,409,106 1,793,988
MT. PLEASANT PA
ACME MARKET 227,720 1,398,726 227,720 1,398,726 1,626,446
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 1,504,080 6,026,320 810,424 1,504,080 6,836,744 8,340,824
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 159,703 91,798 1,076,586 159,703 1,168,384 1,328,087
PHILADELPHIA PA
ROOSEVELT MALL NE 1,772,003 2,602,635 6,578,787 1,772,003 9,181,422 10,953,425
PHILADELPHIA PA
STRAWBRIDGE'S 605,607 3,923,050 605,607 3,923,050 4,528,657
PHILADELPHIA PA
ST MARY'S PLAZA 977,711 3,910,842 136,029 977,711 4,046,871 5,024,582
ST MARY'S PA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ----------- ------------ -------- ---------
<S> <C> <C> <C> <C>
Shopping Centers
*****************************
BETHEL PARK PLAZA 451,976 1965 May 97 40 Years
BETHEL PARK PA
DILLSBURG SHOPPING CENTER 257,523 1994 Oct 96 40 Years
DILLSBURG PA
NEW GARDEN 130,651 1979 Apr 97 40 Years
SHOPPING CENTER
KENNETT SQUARE PA
STONEMILL PLAZA 708,715 1988 Jan 94 40 Years
LANCASTER PA
CROSSROADS PLAZA 347,696 1975 Nov 88 40 Years
MT. PLEASANT PA
ACME MARKET 13,094 1980 Aug 98 40 Years
PHILADELPHIA PA
IVYRIDGE SHOPPING CENTER 527,067 1963 Aug 95 40 Years
PHILADELPHIA PA
ROOSEVELT MALL ANNEX 620,436 1958 Apr 74 40 Years
PHILADELPHIA PA
ROOSEVELT MALL NE 4,811,010 1964 Jan 64 40 Years
PHILADELPHIA PA
STRAWBRIDGE'S 3,923,050 1964 Jan 64 35 Years
PHILADELPHIA PA
ST MARY'S PLAZA 427,073 1970 Dec 94 40 Years
ST MARY'S PA
</TABLE>
F-36
<PAGE> 82
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
*****************************
NORTHLAND CENTER 1,198,947 4,824,500 77,156 1,198,947 4,901,656 6,100,603
STATE COLLEGE PA
HAMPTON SQUARE 1,214,400 2,465,600 1,214,400 2,465,600 3,680,000
SHOPPING CENTER
UPPER SO HAMPTON PA
SHOPS AT PROSPECT 741,941 2,967,765 70,154 741,941 3,037,919 3,779,860
WEST HEMPFIELD PA
YORK MARKETPLACE 3,199,353 12,797,412 1,316,020 3,199,353 14,113,432 17,312,785
YORK PA
CONGRESS CROSSING 1,098,351 6,747,013 84,281 1,098,351 6,831,294 7,929,645
ATHENS TN
WEST TOWNE SQUARE SHOPPING 529,103 3,880,088 1,023,701 529,103 4,903,789 5,432,892
CENTER
ELIZABETHTON TN
GREENEVILLE COMMONS 1,075,200 7,884,800 23,156 1,075,200 7,907,956 8,983,156
GREENVILLE TN
KINGS GIANT 2,500,633 268,686 2,769,319 2,769,319
SHOPPING CENTER
KINGSPORT TN
GEORGETOWN SQUARE 1,166,924 4,674,698 208,425 1,166,924 4,883,123 6,050,047
MURFREESBORO TN
SHOPPING CENTER - COLONIAL 290,000 792,441 290,000 792,441 1,082,441
HTS
COLONIAL HEIGHTS VA
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Shopping Centers
*****************************
NORTHLAND CENTER 871,611 1988 Jun 92 40 Years
STATE COLLEGE PA
HAMPTON SQUARE 2,568 1980 Dec 98 40 Years
SHOPPING CENTER
UPPER SO HAMPTON PA
SHOPS AT PROSPECT 268,635 1994 Jul 95 40 Years
WEST HEMPFIELD PA
YORK MARKETPLACE 1,251,345 1955 May 95 40 Years
YORK PA
CONGRESS CROSSING 1,184,081 1990 Mar 92 40 Years
ATHENS TN
WEST TOWNE SQUARE SHOPPING 64,720 1970,1998 Jun 98 40 Years
CENTER
ELIZABETHTON TN
GREENEVILLE COMMONS 1,360,474 1990 Mar 92 40 Years
GREENVILLE TN
KINGS GIANT 471,817 1970 Sep 92 40 Years
SHOPPING CENTER
KINGSPORT TN
GEORGETOWN SQUARE 751,655 1986 Sep 93 40 Years
MURFREESBORO TN
SHOPPING CENTER - COLONIAL 286,789 1972 May 86 35 Years
HTS
COLONIAL HEIGHTS VA
</TABLE>
F-37
<PAGE> 83
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
Cost
Capitalized
Subsequent Gross Amount at Which Carried at the
Initial Cost to Company to Close of the Period
Acquisition
Building & Building &
Description Encumbrances Land Improvements Improvements Land Improvements Total
----------- ------------ ---- ------------ ------------ ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Shopping Centers
*****************************
HANOVER SQUARE 1,778,701 7,114,805 210,309 1,778,701 7,325,114 9,103,815
SHOPPING CENTER
MECHANICSVILLE VA
VICTORIAN SQUARE 3,548,432 14,208,727 115,710 3,548,432 14,324,437 17,872,869
MIDLOTHIAN VA
CAVE SPRING CORNERS SHOPPING 1,064,298 4,257,792 3,720 1,064,298 4,261,512 5,325,810
CENTER
ROANOKE VA
HUNTING HILLS 4,294,817 1,897,007 6,010,376 1,897,007 6,010,376 7,907,383
SHOPPING CENTER
ROANOKE VA
SHOPPING CENTER - 250,000 1,363,880 260,466 250,000 1,624,346 1,874,346
SPOTSYLVANIA
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 3,843,899 1,432,155 4,616,848 18,600 1,432,155 4,635,448 6,067,603
VINTON VA
RIDGEVIEW CENTRE 2,707,679 4,417,792 567,515 2,707,679 4,985,307 7,692,986
WISE VA
MOUNDSVILLE PLAZA 228,283 1,989,798 5,119,516 228,283 7,109,314 7,337,597
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 4,358,333 153,150 4,511,483 4,511,483
PARKERSBURG WV
KMART PLAZA 664,121 2,656,483 143,331 664,121 2,799,814 3,463,935
VIENNA WV
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
-------- -------- -------- -------- --------
Life on
Which
Depreciated
in Latest
Accumulated Date of Date Income
Description Depreciation Construction Acquired Statement
----------- ------------ ------------ -------- ---------
<S> <C> <C> <C> <C>
Shopping Centers
*****************************
HANOVER SQUARE 1,178,757 1991 Jan 93 40 Years
SHOPPING CENTER
MECHANICSVILLE VA
VICTORIAN SQUARE 1,723,386 1991 Mar 94 40 Years
MIDLOTHIAN VA
CAVE SPRING CORNERS SHOPPING 163,978 1969 Jun 97 40 Years
CENTER
ROANOKE VA
HUNTING HILLS 106,434 1989 Apr 98 40 Years
SHOPPING CENTER
ROANOKE VA
SHOPPING CENTER - 518,486 1970 May 86 35 Years
SPOTSYLVANIA
SPOTSYLVANIA VA
LAKE DRIVE PLAZA 82,183 1976 Feb 98 40 Years
VINTON VA
RIDGEVIEW CENTRE 798,906 1990 Jul 92 40 Years
WISE VA
MOUNDSVILLE PLAZA 996,381 1961 Dec 88 40 Years
MOUNDSVILLE WV
GRAND CENTRAL PLAZA 1,181,169 1986 Jun 88 40 Years
PARKERSBURG WV
KMART PLAZA 398,332 1975 Feb 93 40 Years
VIENNA WV
</TABLE>
F-38
<PAGE> 84
NEW PLAN REALTY TRUST AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D
-------- -------- -------- --------
Cost
Capitalized
Subsequent
Initial Cost to Company to
Acquisition
Building &
Description Encumbrances Land Improvements Improvements
============== ============ ============== =============
<S> <C> <C> <C> <C>
Vacant Land
*****************************
ROXBURY TOWNSHIP NJ 262,878 13,338
ROSBURY NJ
1 NORTH CENTRAL AVENUE 18,235
HARTSDALE NY
$116,913,454 $281,352,469 $1,049,903,392 $160,298,596
============== ============ ============== =============
</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
in Latest
Building & Accumulated Date of Date Income
Description Land Improvements Total Depreciation Construction Acquired Statement
============ ================ ============= ============= ============ ======== =========
<S> <C> <C> <C> <C> <C> <C> <C>
Vacant Land
*****************************
ROXBURY TOWNSHIP NJ 262,878 13,338 276,216 1998 Dec 97
ROSBURY NJ
1 NORTH CENTRAL AVENUE 18,235 18,235 Jul 72
HARTSDALE NY
$281,352,469 $1,210,201,988 $1,491,554,457 $151,188,978
============ ================ ============== =============
</TABLE>
F-39
<PAGE> 85
NEW PLAN REALTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in Thousands)
SCHEDULE III
(continued)
Reconciliation of Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>
December 31, 1998 July 31, 1998 July 31, 1997
----------------- ------------- -------------
INVESTMENT IN REAL ESTATE
<S> <C> <C> <C>
Balance at beginning of period $ 1,452,738 $ 1,277,775 $ 977,942
Additions during the period:
Land 9,216 39,281 58,502
Buildings and improvements 29,640 135,682 246,888
--------- --------- ----------
1,491,594 1,452,738 1,283,332
Less:
Costs of assets sold and written off 40 -- 5,557
--------- --------- ---------
$1,491,554 $1,452,738 $1,277,775
========== ========== ==========
ACCUMULATED DEPRECIATION
Balance at beginning of period $ 136,978 $ 105,866 $ 82,523
Additions charged to operating expenses 14,211 31,112 24,620
------- ------- -------
151,189 136,978 107,143
Less:
Accumulated depreciation on assets sold and
written-off -- -- 1,277
------- -------- -------
Balance at end of period $ 151,189 $ 136,978 $ 105,866
========= ========= =========
</TABLE>
F-40
<PAGE> 86
NEW PLAN REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS AND NOTES RECEIVABLE ON REAL ESTATE
(Amounts in Thousands)
SCHEDULE IV
December 31, 1998
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Final Face
Interest Maturity Periodic
Description Rate Date Payment Terms Prior Liens
- ----------- ---- ---- ------------- -----------
<S> <C> <C> <C> <C>
Purchase money first mortgage,
collateralized by a shopping center in Interest payable monthly,
Connellsville, PA balance at maturity
10% 8/31/1999
Interest payable monthly,
Purchase money first mortgage, $45,000 principal per
collateralized by a shopping center in month for 17 months,
Whitesboro, NY balance at maturity
9.38% 7/31/1999
Leasehold mortgage, collateralized by Interest and principal
a tenant lease payable monthly
11.5% 4/30/2004
Leasehold mortgage, collateralized by Interest and principal
a tenant lease payable monthly
12% 5/1/2008
Interest payable monthly,
Purchase money first mortgage, balance at maturity
collateralized by a shopping center in
Harrisonburg, VA 9% 7/22/2000
Purchase money first mortgage, Interest payable quarterly
collateralized by a shopping center in and principal payable at
New Bern, NC maturity
7.2% 5/9/2001
Purchase money first mortgage Interest payable monthly
collateralized by shopping center in and principal payable at
Hanover, PA maturity
8.75% 7/23/2001
Leasehold mortgage collateralized by a Interest and principal
tenant lease payable monthly
10% 5/31/2008
</TABLE>
<TABLE>
<CAPTION>
COLUMN A COLUMN F COLUMN G
- -------- -------- --------
Face Carrying
Amount of Amount of
Description Mortgages Mortgages
- ----------- --------- ---------
<S> <C> <C>
Purchase money first mortgage,
collateralized by a shopping center in
Connellsville, PA
$ 5,420 $ 5,180
Purchase money first mortgage,
collateralized by a shopping center in
Whitesboro, NY
4,610 4,205
Leasehold mortgage, collateralized by
a tenant lease
259 201
Leasehold mortgage, collateralized by
a tenant lease
1,000 851
Purchase money first mortgage,
collateralized by a shopping center in 794 149
Harrisonburg, VA
Purchase money first mortgage,
collateralized by a shopping center in
New Bern, NC
750 750
Purchase money first mortgage
collateralized by shopping center in
Hanover, PA
700 454
Leasehold mortgage collateralized by a
tenant lease
1,642 1,609
------- -------
$15,175 $13,399
</TABLE>
Note: Column H is not applicable
F-41
<PAGE> 87
NEW PLAN REALTY TRUST AND SUBSIDIARIES
MORTGAGE LOANS AND NOTES RECEIVABLE ON REAL ESTATE
(Amounts in Thousands)
SCHEDULE IV
(continued)
Year Ended
<TABLE>
<CAPTION>
December 31, 1998 July 31, 1998 July 31, 1997
----------------- ------------- -------------
<S> <C> <C> <C>
Balance, beginning of period $ 13,878 $ 23,107 $ 23,597
Additions during period:
New loans 307 1,322 700
Reductions during period:
Collection of principal (786) (10,551) (1,190)
--------- --------- ---------
Balance, end of period $ 13,399 $ 13,878 $ 23,107
=========== ======== ========
</TABLE>
F-42
<PAGE> 88
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: March 29, 1999
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 March 29, 1999
- ------------------------
William Newman
/s/ Arnold Laubich Chief Executive Officer March 29, 1999
- ------------------------ and Trustee
Arnold Laubich
/s/ Gary B. Sabin President and Trustee March 29, 1999
- ------------------------
Gary B. Sabin
/s/ James M. Steuterman Executive Vice President, March 29, 1999
- ------------------------ Co-Chief Operating Officer
James M. Steuterman and Trustee
/s/ Richard B. Muir Executive Vice President, March 29, 1999
- ------------------------ Co-Chief Operating Officer
Richard B. Muir and Trustee
/s/ Jeffrey D. Egertson Chief Financial Officer, Chief March 29, 1999
- ------------------------ Accounting Officer and
Jeffrey D. Egertson Senior Vice President
/s/ Dean Bernstein Senior Vice President--Finance March 29, 1999
- ------------------------ and Multifamily and Trustee
Dean Bernstein
/s/ Raymond A. Bottorf Trustee March 29, 1999
- ------------------------
Raymond A. Bottorf
/s/ Norman Gold Trustee March 29, 1999
- ------------------------
Norman Gold
<PAGE> 89
/s/ BOYD A. LINDQUIST
- ------------------------ Trustee March 29, 1999
Boyd A. Lindquist
/s/ MELVIN NEWMAN
- ------------------------ Trustee March 29, 1999
Melvin Newman
/s/ ROBERT E. PARSONS, JR.
- ------------------------ Trustee March 29, 1999
Robert E. Parsons, Jr.
/s/ BRUCE A. STALLER
- ------------------------ Trustee March 29, 1999
Bruce A. Staller
/s/ JOHN WETZLER
- ----------------------- Trustee March 29, 1999
John Wetzler
/s/ GREGORY WHITE
- ----------------------- Trustee March 29, 1999
Gregory White
/s/ JOHN H. WILMOT
- ----------------------- Trustee March 29, 1999
John H. Wilmot
<PAGE> 90
EXHIBIT INDEX
Exhibit No. Description
*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 filed as Exhibit 3.2 to the
Registrant's Form 10-K for the fiscal year ended July
31, 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.
*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 November 21, 1997, filed as
Exhibit 10.26 to the Form 10-K of New Plan Excel
Realty Trust, Inc. for the fiscal year ended December
31, 1998.
*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 filed as
Exhibit 10.2 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*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, filed as Exhibit 10.3 to the
Registrant's Form 10-K for the fiscal year ended July
31, 1998.
*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, filed as
Exhibit 10.4 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
10.5 Guaranty, dated September 28, 1998, by New Plan
Realty Trust.
*10.6 Unconditional Guaranty of Payment and Performance
dated as of September 28, 1998 by and between New
Plan Realty Trust and BankBoston N.A. filed as
Exhibit 10.5 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*10.7 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.
<PAGE> 91
*10.8 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.
*10.9 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.
*10.10 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.
*10.11 Senior Securities Indenture among New Plan Excel
Realty Trust, Inc., New Plan Realty Trust, as
guarantor, and State Street Bank and Trust Company,
as Trustee, dated as of February 3, 1999 filed as
Exhibit 4.1 to the Current Report on Form 8-K of New
Plan Excel Realty Trust, Inc. dated February 3, 1999.
*10.12 New Plan Realty Trust 1997 Stock Option Plan filed as
Exhibit 4.1 to the Registration Statement of New Plan
Excel Realty Trust, Inc. on Form S-8, File No.
333-65221, on October 1, 1998.
*10.13 New Plan Realty Trust 1991 Stock Option Plan, as
amended, filed as Exhibit 4.2 to the Registration
Statement of New Plan Excel Realty Trust, Inc. on
Form S-8, File No. 333-65221, on October 1, 1998.
*10.14 Amended and Restated New Plan Realty Trust 1985
Incentive Stock Option Plan filed as Exhibit 4.3
to the Registration Statement of New Plan Excel
Realty Trust, Inc. on Form S-8, File No.
333-65221, on October 1, 1998.
*10.15 New Plan Realty Trust March 1991 Stock Option Plan
and Non-Qualified Stock Option Plan filed as
Exhibit 4.4 to the Registration Statement of New
Plan Excel Realty Trust, Inc. on Form S-8, File
No. 333-65221, on October 1, 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 "Risk Factors" contained in New Plan Excel Realty
Trust, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998.
- ------------------------------
*Incorporated herein by reference as above indicated.
(1) Filed as exhibit to electronic filing only.
<PAGE> 1
Ex. 10.5
GUARANTY
September 28, 1998
FOR VALUE RECEIVED, and in consideration of loans made or to be made or
credit otherwise extended or to be extended to or for the account of NEW PLAN
EXCEL REALTY TRUST, INC. (the "Borrower") by the Lenders (hereinafter defined)
under the Credit Agreement (hereinafter defined) and for other good and valuable
consideration and to induce the Lenders to make the loans or extensions of
credit provided for in the Credit Agreement the undersigned, its successors and
assigns, hereby agrees as follows:
1. Defined Terms.
Terms which are not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement. The following terms shall have
the following meanings:
"Agent": The Bank of New York and its successors and assigns.
"Assumption and Substitution Agreement": That certain Assumption and
Substitution Agreement of even date herewith among the Borrower, the Agent, the
Lenders and New Plan.
"Credit Agreement": that certain Credit Agreement, dated November
21, 1997 among, the Agent, New Plan and the Lenders who are parties thereto as
the same has been amended and may hereafter be amended.
"New Plan" New Plan Realty Trust, the borrower under the Credit
Agreement prior to the effectiveness of the Assumption and Substitution
Agreement, and the guarantor hereunder.
2. Guaranty.
The undersigned, its successors and assigns, guarantees to the
Agent, for the benefit of the Lenders, the prompt payment when due of all
present and future obligations and liabilities, whether deemed principal,
interest, additional interest, fees,
<PAGE> 2
expenses or otherwise, of the Borrower to the Lender, including, without
limitation, all obligations under (i) the Credit Agreement, (ii) the Notes and
(iii) all other Loan Documents (all of which are herein collectively referred to
as the "Obligations"), irrespective of the genuineness, validity, regularity or
enforceability of such Obligations, or of any instrument evidencing any of the
Obligations or of any collateral therefor or of the existence of such
collateral.
3. Representations and Warranties.
The undersigned hereby represents and warrants to the Agent and the
Lenders that:
(a) Organization. The undersigned (i) is duly organized and validly
existing Massachusetts business trust in good standing under the laws of the
Commonwealth of Massachusetts, (ii) has the power and authority to own its
property and assets and to transact the business in which it is engaged and
(iii) is duly qualified and in good standing in each jurisdiction where the
ownership, leasing or operation of its property or the conduct of its business
requires such qualification, except where the failure to qualify could not
reasonably be expected to have a Material Adverse Effect.
(b) Power and Authority. The undersigned has the legal power to
execute, deliver and perform the terms and provisions of this Guaranty and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Guaranty. The undersigned has duly executed and delivered this
Guaranty and the Guaranty constitutes the legal, valid and binding obligations
of the undersigned and is enforceable in accordance with its terms, provided
that, the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally.
(c) Consents and Approvals. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made prior to the date hereof), or exemption
by, any governmental body is required to authorize, or is required in connection
with, (i) the execution, delivery and performance of this Guaranty by the
undersigned, or (ii) the legality, validity, binding effect or enforceability of
this Guaranty.
(d) Solvency. The undersigned is not insolvent (as such term is
defined in Section 101(32) of the Bankruptcy Code of 1978, as amended) and will
not be rendered insolvent (as such term is defined in Section 101(32) of the
Bankruptcy Code of 1978, as amended) by execution of this Guaranty or
consummation of the transaction contemplated thereby.
<PAGE> 3
(e) No Offsets. The undersigned has no offsets, defenses or
counterclaims to the enforcement of this Guaranty.
4. Other Provisions.
(a) Continuing Guaranty. This is a continuing guaranty and shall
remain in full force and effect and be binding upon the undersigned, and the
undersigned's successors and assigns. Nothing except cash payment in full of all
Obligations shall release the undersigned from liability under this Guaranty.
This Guaranty is a guaranty of payment and not of collection, and neither the
Agent nor any Lender shall be under no obligation to take any action against
Borrower or any other person liable with respect to any of the Obligations or
resort to any collateral security held by it to secure any of the Obligations as
a condition precedent to the undersigned being obligated to perform as agreed
herein.
(b) Acknowledgment. The undersigned hereby acknowledges that it has
derived or expects to derive a financial or other advantage from each and every
Obligation incurred by Borrower to the Lender.
(c) Subrogation. Until such time as the Lender shall have received
payment in full in cash in satisfaction of all of the Obligations, the
undersigned waives any rights to be subrogated to the rights of the Lender with
respect to the Obligations and the undersigned waives any right to and agrees
that it will not institute or take any action against the Borrower seeking
contribution, reimbursement or indemnification by the Borrower with respect to
any payments made by the undersigned to the Lender hereunder.
(d) Waivers. The undersigned waives notice of the acceptance of this
Guaranty and of the making of any such loans or extensions of credit,
presentment to or demand of payment from anyone whomsoever liable upon any of
the Obligations, protest, notice of presentment, non-payment or protest and
notice of any sale of collateral security or any default of any sort. The
undersigned hereby agrees that, in the event that any property of the
undersigned is or may be hypothecated with property of Borrower as security for
any Obligations, any right of the undersigned to have such property of Borrower
first applied to the discharge of such Obligations is hereby irrevocably waived
by the undersigned. The undersigned waives any and all notice of the creation,
renewal, extension or accrual of any of the Obligations or of the reliance by
Agent or the Lenders upon this Guaranty. The Obligations, and each of them,
shall conclusively be deemed to have been created, contracted or incurred in
reliance upon this Guaranty. This Guaranty shall be construed as a continuing,
absolute and unconditional guaranty without regard to
<PAGE> 4
the validity, regularity or enforceability of the Obligations and any other
indebtedness at any time held or owing by the Agent and the Lenders to or for
the credit or the account of the undersigned against and on account of the
Obligations and liabilities of the undersigned hereunder. The undersigned hereby
waives any and all legal requirements that require or compel the Agent and the
Lenders to institute any action or proceedings at law or in equity against
Borrower, or anyone else, in respect of the Loans or any other document executed
in connection with the Loans or resort to or seek to realize upon or exhaust the
security held by the Agent or the Lenders or pursue any other remedy in the
Agent's or the Lenders' power, as a condition precedent to bringing an action
against the undersigned upon this Guaranty, and failure of the Agent or the
Lenders to do any of the foregoing shall not exonerate, release or discharge the
undersigned from its absolute, unconditional and independent liabilities to the
Agent and the Lenders hereunder. The undersigned hereby waives any rights to
interpose any defense (other than the defense of payment), counterclaim (other
than counterclaims which are required by law to be brought as part of the
proceedings brought by the holder hereof) or offset of any nature and
description which it may have or which may exist between and among the Agent,
any Lender, Borrower and/or the undersigned and any right to plead any election
of remedies.
(e) Rights of the Agent and the Lenders. The Agent, on behalf of the
Lenders, may bring and prosecute a separate action against the undersigned to
enforce its liabilities hereunder, whether or not any action is brought against
Borrower or any other person and whether or not Borrower or any other person is
joined in any such action or actions. Nothing shall prohibit the Agent from
exercising its rights against the undersigned, the Borrower, the security, if
any, for the Obligations, and any other person simultaneously, jointly and/or
severally. The undersigned shall be bound by each and every ruling, order and
judgment obtained by the Agent against Borrower in respect of the Obligations,
whether or not the undersigned is a party to the action or proceeding in which
such ruling, order or judgment is issued or rendered.
(f) No Discharge. The undersigned shall not be discharged, released
or exonerated, in any way, from its absolute, unconditional and independent
liabilities hereunder, even though any rights or defenses which the undersigned
may have against Borrower, the Lender or others may be destroyed, diminished or
otherwise affected by:
(i) Any declaration by the Agent or the Lenders of a default
in respect of any of the Obligations;
(ii) The exercise by the Agent or any Lender of any rights or
remedies against Borrower or any other person;
<PAGE> 5
(iii) The failure of the Agent or the Lenders to exercise any
rights or remedies against Borrower or any other person;
(iv) The sale or enforcement of, or realization upon (through
judicial foreclosure, power of sale or any other means) any
security for any of the Obligations, even though (i) recourse
may not thereafter be had against Borrower for any deficiency,
or (ii) the failure of the Agent or any Lender to pursue any
such recourse which might otherwise be available; whether by
way of deficiency judgment following judicial foreclosure, or
otherwise;
(v) Any bankruptcy or reorganization of Borrower;
(vi) The release of any other guarantor by operation of law
or otherwise; or
(vii) The voluntary or involuntary participation by Borrower
in any settlement or composition for the benefit of Borrower's
creditors either in liquidation, readjustment, receivership,
bankruptcy or otherwise.
(g) Unconditional Nature of Guaranty. This Guaranty is absolute and
unconditional and shall not be changed or affected by any representation, oral
agreement, act or thing whatsoever, except as herein otherwise expressly
provided. No modification or amendment of any provisions of this Guaranty shall
be effective unless in writing and signed by a duly authorized officer of the
Agent.
(h) Preservation of Rights. No failure on the part of the Agent or
any Lender to exercise, and no delay in exercising, any right, remedy or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by the Agent or the Lenders of any right, remedy or power hereunder
preclude any other or future exercise of any other right, remedy or power. Each
and every right, remedy and power hereby granted to the Agent and the Lenders or
allowed it by law or other agreement shall be cumulative and not exclusive of
any other, and may be exercised by the Agent and Lenders at any time and from
time to time.
5. Notices.
All notices and other communications provided for hereunder to a
party hereto shall be in writing (including telecopier) and mailed, telecopied
or delivered to such party, at the following address or at such other address as
shall be designated by such party in a written notice to the other parties
hereto:
<PAGE> 6
if to the undersigned:
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
Attention: Dean Bernstein
Vice President
Telephone: (212) 869-3000
Telecopier: (212) 302-4776
with a copy to:
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
Attention: Steven F. Siegel, Esq.,
Telephone: (212) 869-3000
Telecopy: (212) 302-4776
and an additional copy to:
Hofheimer Gartlir & Gross, LLP
633 Third Avenue
New York, New York 10017
Attention: Donald M. Weisberg, Esq.
Telephone: (212) 818-9000
Telecopy: (212) 661-3132
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
<PAGE> 7
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
All such notices and communications shall, (i) when telecopied be
effective when sent, (ii) when mailed by first class mail, postage prepaid, be
effective on the fifth (5th) day following deposit in the mails, and (iii) when
sent or delivered by any other means be effective when received. The undersigned
and the Agent may rely on signatures of each other which are transmitted by
telecopier or other electronic means as fully as if originally signed.
6. Jurisdiction; Venue.
The undersigned irrevocably submits to the jurisdiction of any New
York State or Federal court sitting in the City or State of New York over any
suit, action or proceeding arising out of or relating to this Guaranty. The
undersigned hereby agrees that Agent shall have the option, in its sole
discretion, to lay the venue of any such suit, action or proceeding, in the
courts of the State of New York or the United States of America for the Southern
District of New York, and irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding brought in such court and any claim that
any such suit, action or proceeding brought in such a court has been brought in
an inconvenient forum. The undersigned agrees that a final judgment in any such
suit, action or proceeding brought in such a court shall be conclusive and
binding upon the undersigned.
7. Waiver of Trial by Jury.
THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY, THE CREDIT AGREEMENT
OR ANY LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. FURTHER, THE UNDERSIGNED HEREBY
CERTIFIES THAT NO
<PAGE> 8
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 PARAGRAPH CONSTITUTE A MATERIAL INDUCEMENT TO THE AGENT AND
THE LENDERS TO ACCEPT THIS GUARANTY.
8. Governing Law.
This Guaranty 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. Unless the text otherwise requires all terms used herein shall have
the meaning specified in the Uniform Commercial Code as in effect in the State
of New York on the date hereof.
9. Trust Limitation.
This Guaranty has been negotiated, executed and delivered on behalf
of the undersigned 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 undersigned, and no trustee, officer, employee, agent or
shareholder of the undersigned shall be bound or held to any personal liability
or responsibility in connection with the agreements, obligations and
undertakings of the undersigned hereunder, and any person or entity dealing with
the undersigned 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 undersigned 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.
IN WITNESS WHEREOF, this Guaranty has been executed by the
undersigned as of the date first above written.
NEW PLAN REALTY TRUST
By: /s/ Dean Bernstein
----------------------
Name: Dean Bernstein
Title: Vice President
<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:
Five Months Ended
Years Ended July 31, December 31,
- ----------------------------------------------
1995 1996 1997 1998 1998
---- ---- ---- ---- ----
8.1 4.9 3.5 3.0 3.1
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
FIVE MONTHS ENDED DECEMBER 31, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
EARNINGS:
<S> <C>
Net income $ 40,877
Interest expense (including amortization of debt discount and issuing costs) 17,436
Other adjustments 477
--------
$ 58,790
========
FIXED CHARGES:
Interest expense (including amortization of debt discount and issuing costs) $ 17,436
Capitalized interest 159
Preferred stock dividends 975
Other adjustments 136
--------
$ 18,706
========
RATIO OF EARNINGS TO FIXED CHARGES 3.1
</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, 033-53311
and 333-67511) and on Forms S-8 (File Nos. 33-57946, 33-59077 and 333-46041), of
our report dated February 5, 1999, on our audits of the consolidated financial
statements and financial statement schedules of New Plan Realty Trust and
Subsidiaries, as of December 31, 1998 and July 31, 1998 and 1997 and for the
five months ended December 31, 1998 and for each of the three years in the
period ended July 31, 1998, which report is included in this Annual Report on
Form 10-K.
PricewaterhouseCoopers LLP
New York, New York
March 29, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 12,536
<SECURITIES> 1,700
<RECEIVABLES> 15,049
<ALLOWANCES> 9,212
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,491,554
<DEPRECIATION> 151,189
<TOTAL-ASSETS> 1,394,598
<CURRENT-LIABILITIES> 0
<BONDS> 530,772
0
0
<COMMON> 0
<OTHER-SE> 786,059
<TOTAL-LIABILITY-AND-EQUITY> 1,394,698
<SALES> 0
<TOTAL-REVENUES> 113,329
<CGS> 0
<TOTAL-COSTS> 51,544
<OTHER-EXPENSES> 1,077
<LOSS-PROVISION> 2,430
<INTEREST-EXPENSE> 17,436
<INCOME-PRETAX> 40,877
<INCOME-TAX> 0
<INCOME-CONTINUING> 40,877
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,877
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
Ex. 99.1
Risk Factors
Set forth below are the risks that the Company believes are material to
investors who purchase or own the securities of the Company that are not
otherwise described in this Annual Report on Form 10-K.
There Can Be No Assurance that the Company Will Effectively Manage Growth
The Company intends to pursue an aggressive growth strategy in the
foreseeable future. The Company plans to manage this growth by applying its
experience to new properties and markets, and expects to be successful in that
effort. If the Company does not effectively manage its rapid growth, however, it
may not be able to service its debt or pay expected dividends to its
stockholders.
The Company is Dependent on Key Personnel
The Company depends upon the efforts of its executive officers. In
particular, the Company depends upon the services of William Newman, Arnold
Laubich and Gary B. Sabin, who serve as Chairman of the Board, Chief Executive
Officer, and President of the Company, respectively. The loss of the services of
any of these executive officers or of certain other key personnel could have a
material adverse effect on the Company. William Newman has entered into an
agreement to provide consulting services to the Company through December 31,
2003, with two automatic one-year renewal periods thereafter unless terminated
by either party. Arnold Laubich and Gary B. Sabin have each entered into
employment agreements which have terms through December 31, 2002, with automatic
one-year renewal periods thereafter unless terminated by either party. In
addition, the Company has entered into employment agreements with certain of its
other executive officers. The Company has not obtained "key man" insurance with
respect to any members of its executive management team, however, and does not
expect that it will purchase such insurance in the foreseeable future.
Performance and Share Value are Subject to Risks Associated With the Real Estate
Industry
The Company Faces the Risks of All Real Estate Companies. If the Company's
assets do not generate income sufficient to pay expenses and maintain
properties, it may not be able to service debt or pay expected dividends to
stockholders. A number of factors may adversely affect the economic performance
of the Company and the value of its properties. These factors include changes in
the national, regional and local economic climate, local conditions, such as an
oversupply of space in properties like those owned by the Company, or a
reduction in demand for such properties, the attractiveness of its properties to
tenants, competition from other available properties, changes in market rental
rates and the need to periodically repair, renovate and relet space. The
Company's performance also depends on its ability to collect rent from tenants
and to pay for adequate maintenance, insurance and other operating costs
(including real estate taxes), which could increase over time. Also, the
expenses of owning and operating a property are not necessarily reduced when
circumstances such as market factors and competition cause a reduction in income
from the property. If a property is mortgaged and the Company is unable to make
the mortgage payments, the lender could foreclose on the mortgage and take the
property. In addition, interest rate levels, the availability of financing and
changes in laws and governmental regulations (including those governing usage,
zoning, the environment and taxes) may adversely affect the Company's financial
condition.
The Company is Dependent upon Economic Trends in the Retailing Industry.
The Company's properties consist largely of community and neighborhood shopping
centers and other retail properties. The Company's performance therefore is
linked to economic conditions in the market for retail space
<PAGE> 2
generally. The market for retail space has been or could be adversely affected
by the ongoing consolidation in the retail sector, the adverse financial
condition of certain large retailing companies, the excess amount of retail
space in certain markets, and increasing consumer purchases through catalogues
or the internet. To the extent that these conditions impact the market rents for
retail space, the Company's financial position and ability to service debt and
pay dividends to stockholders could be adversely affected.
The Company May be Unable to Renew Leases or Relet Space as Leases Expire.
If the Company's tenants decide not to renew their leases upon expiration, it
may not be able to relet the space. Even if the tenants do renew or the Company
can relet the space, the terms of renewal or reletting (including the cost of
required renovations) may be less favorable than current lease terms or than
expectations for the space. As of December 31, 1998, leases were scheduled to
expire on a total of approximately 35% of the space at the Company's retail
properties through the end of 2002. If the Company is unable promptly to renew
the leases or relet this space, or if the rental rates upon renewal or reletting
are significantly lower than expected rates, then the results of operations and
financial condition may be adversely affected. Consequently, cash flow and
ability to service debt and pay dividends to stockholders could be adversely
affected.
The Company is Dependent Upon the Financial Health of its Tenants. The
Company's financial position and ability to pay dividends may be affected by
financial difficulties experienced by a major tenant, including a bankruptcy,
insolvency or general downturn in business. The bankruptcy or insolvency of one
or more major tenants or a number of smaller tenants may have an adverse impact
on the Company's properties and on the income produced by such properties. As of
December 31, 1998, the Company's largest retail tenants were Kmart and Wal-mart,
whose scheduled annualized base rents represented 6.6% and 4.5%, respectively,
of the Company's annualized base rents.
New Acquisitions and Developments May Fail to Perform as Expected and
Competition for Acquisitions May Result in Increased Prices for Properties. The
Company intends to continue actively acquiring and developing community and
neighborhood shopping centers, other retail and commercial properties and
apartment communities. Newly acquired and newly developed properties may fail to
perform as expected. The Company's management may underestimate the costs
necessary to bring an acquired property up to standards established for its
intended market position. New developments are subject to a number of risks,
including construction delays, cost overruns, financing risks, failure to meet
expected occupancy and rent levels, delays in and the inability to obtain
zoning, occupancy and other governmental permits, and changes in zoning and land
use laws. These development risks may result in increased project costs and the
incurrence of costs for developments that are not pursued to completion.
Additionally, the Company expects that other major real estate investors with
significant capital will compete with it for attractive investment and
development opportunities. These competitors include publicly traded REITs,
private REITs, investment banking firms and private institutional investment
funds. This competition has increased prices for the types of properties in
which the Company invests. The Company expects to acquire and develop properties
with cash from secured or unsecured financings or from offerings of equity or
debt. The Company may sometimes acquire properties with partnership units from a
partnership that it controls. The Company may not be in a position or have the
opportunity in the future to make suitable property acquisitions or to develop
properties on favorable terms.
Because Real Estate Property Investments are Illiquid, the Company May Not
be Able to Sell Properties When Appropriate. Real estate property investments
generally cannot be sold quickly. In addition, the federal tax code imposes
restrictions on a REIT's ability to dispose of properties. The Company may not
be able to vary its portfolio promptly in response to economic or other
conditions. This
<PAGE> 3
inability to respond promptly to changes in economic or other conditions could
adversely affect the Company's financial condition and ability to service debt
and pay dividends to stockholders.
Some Potential Losses are Not Covered By Insurance. The Company carries
comprehensive liability, fire, extended coverage and rental loss insurance on
all of its properties. The Company believes the policy specifications and
insured limits of these policies are adequate and appropriate. There are,
however, certain types of losses, such as lease and other contract claims, that
generally are not insured. Should an uninsured loss or a loss in excess of
insured limits occur, the Company could lose all or a portion of the capital it
has invested in a property, as well as the anticipated future revenue from the
property. In such an event, the Company might nevertheless remain obligated for
any recourse mortgage debt or other financial obligations related to the
property.
Debt Financing, Financial Covenants, Degree of Leverage and Increases in
Interest Rates Could Adversely Affect the Company's Economic Performance
Scheduled Debt Payments Could Adversely Affect the Company's Financial
Condition. The Company's business is subject to risks normally associated with
debt financing. Cash flow could be insufficient to pay expected dividends to
stockholders and meet required payments of principal and interest. The Company
may not be able to refinance existing indebtedness (which in virtually all cases
requires substantial principal payments at maturity) and, even if it can, the
terms of such refinancing might not be as favorable as the terms of existing
indebtedness. The total principal amount of the Company's outstanding
indebtedness was $1.1 billion as of December 31, 1998. If principal payments due
at maturity cannot be refinanced, extended or paid with proceeds of other
capital transactions, such as new equity capital, cash flow may not be
sufficient in all years to repay all maturing debt. If prevailing interest rates
or other factors at the time of refinancing (such as the possible reluctance of
lenders to make commercial real estate loans) result in higher interest rates,
increased interest expense would adversely affect cash flow and the Company's
ability to service debt and pay expected dividends to stockholders.
Financial Covenants Could Adversely Affect the Company's Financial
Condition. If a property is mortgaged to secure payment of indebtedness and the
Company is unable to meet mortgage payments, the holder of the mortgage or
lender could foreclose on the property, resulting in loss of income and asset
value. Certain of the mortgages contain customary negative covenants which,
among other things, limit the Company's ability, without the prior consent of
the lender, to further mortgage the property, to enter into new leases or
materially modify existing leases, and to discontinue insurance coverage. In
addition, credit facilities and the indentures under which the Company's senior
unsecured indebtedness is issued contain certain financial and operating
covenants, including, among other things, certain coverage ratios, as well as
limitations on the Company's ability to incur secured and unsecured
indebtedness, sell all or substantially all of the Company's assets and engage
in mergers and consolidations and certain acquisitions. Foreclosure on mortgaged
properties or an inability to refinance existing indebtedness would likely have
a negative impact on the Company's financial condition and results of
operations.
The Company's Degree of Leverage Could Limit Its Ability to Obtain
Additional Financing. The Company's organizational documents do not contain any
limitation on the incurrence of indebtedness. The degree of leverage of the
Company could have important consequences, including affecting the ability to
obtain additional financing in the future for working capital, capital
expenditures, acquisitions, development or other general corporate purposes and
making the Company more vulnerable to a downturn in business or the economy
generally.
<PAGE> 4
The Company is Subject to Interest Rate Risk. Increases in interest rates,
or the loss of the benefits of any hedging agreements of the Company, would
increase the Company's interest expense, which would adversely affect cash flow
and the Company's ability to service its debt and pay dividends to stockholders.
As of December 31, 1998, the Company had $200.5 million outstanding under two
unsecured revolving credit facilities under which advances bear interest at
floating interest rates. One is a $250 million credit facility that expires in
December 1999, and the other is a $50 million credit facility that expires
in November 1999. As of December 31, 1998, the Company also had approximately
$170 million in floating rate notes and mortgages outstanding, with $49 million
maturing in August 1999, $40 million maturing in May 2000, $10 million maturing
in August 2000 and approximately $71 million maturing in various amounts not
exceeding $10 million each on various dates from July 1999 to February 2013. The
Company was not a party to any hedging agreements with respect to its floating
rate debt as of December 31, 1998. In the event of a significant increase in
interest rates, the Company would consider entering into hedging agreements with
respect to all or a portion of its floating rate debt. Although hedging
agreements would enable the Company to convert floating rate liabilities to
fixed rate liabilities, they would expose the Company to the risk that the
counterparties to such hedge agreements may not perform, which could increase
the Company's exposure to rising interest rates. Generally, however, the
counterparties to hedging agreements that the Company would enter into would be
major financial institutions. The Company 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 Company may enter into in the
future, would increase the Company's interest expenses, which would adversely
affect cash flow and the ability of the Company to service its debt. If the
Company enters into any hedging agreements in the future, decreases in interest
rates thereafter would increase the Company's interest expenses as compared to
the underlying floating rate debt and could result in the Company making
payments to unwind such agreements.
The Ability of Stockholders to Effect Changes in Control of the Company is
Limited
Provisions of the Company's Charter and Bylaws Could Inhibit Changes in
Control. Certain provisions of the Company's charter and bylaws may delay or
prevent a change in control of the Company or other transactions that could
provide stockholders with a premium over the then-prevailing market price of
their common stock or that might otherwise be in the best interests of the
stockholders. These include a staggered Board of Directors, a stockholder rights
plan and the REIT share ownership limits described two paragraphs below. Also,
any future series of preferred stock of the Company may have certain voting
provisions that could delay or prevent a change of control or other transaction
that might involve a premium price or otherwise be in the best interests of the
common or other stockholders.
The Company Could Adopt Maryland Law Limitations on Changes in Control.
Certain provisions of Maryland law applicable to REITs prohibit "business
combinations" (including certain issuances of equity securities) with any person
who beneficially owns ten percent or more of the voting power of outstanding
shares, or with an affiliate of the REIT who, at any time within the two-year
period prior to the date in question, was the beneficial owner of ten percent or
more of the voting power of the outstanding voting shares (a so-called
"interested stockholder"), or with an affiliate of an interested stockholder.
These prohibitions last for five years after the most recent date on which the
interested stockholder became an interested stockholder. After the five-year
period, a business combination with an interested stockholder must be approved
by two super-majority stockholder votes unless, among other conditions, the
REIT's common stockholders receive a minimum price for their shares and the
consideration is received in cash or in the same form as previously paid by the
interested stockholder for its common shares. The Board of Directors of the
Company has opted out of these business combination provisions. Consequently,
the five-year prohibition and the super-majority vote requirements will not
apply to a business combination
<PAGE> 5
involving the Company. The Board of Directors may, however, repeal this election
in most cases and cause the Company to become subject to these provisions in the
future.
The Company Has a Share Ownership Limit. To facilitate maintenance of the
Company's REIT qualification and for other strategic reasons, the Company's
charter generally prohibits any person from acquiring or holding shares of the
Company's preferred and common stock in excess of 9.8% (by value or by number of
shares, whichever is more restrictive) of the outstanding shares of each class
or series of stock of the Company. The Company's Board of Directors may exempt a
person from this ownership limit under specified conditions. Absent an exemption
or a waiver, shares of stock that are purportedly transferred in excess of the
ownership limit will be automatically transferred to a trust for the exclusive
benefit of one or more charitable beneficiaries, and the purported transferee
will not acquire any rights in such shares. This ownership limit could delay or
prevent a change in control of the Company and, therefore, could adversely
affect the common stockholders' ability to realize a premium over the
then-prevailing market price for their shares.
The Company Does Not Control its Development Business
To facilitate maintenance of its REIT qualification, the Company has an
investment in a noncontrolled company that is engaged in the real estate
development business, EDV. Although the Company owns 95% of the economic
interest in EDV, its voting stock is owned directly or indirectly by a private
company controlled by certain of the Company's executive officers. The Company
therefore does not control the timing or amount of dividends or the management
and operations of this company. As a result, decisions relating to the
declaration and payment of dividends and the business policies and operations of
this company could be adverse to the Company's interests or could lead to
adverse financial results, which could adversely affect the Company's financial
condition and results of operations.
Certain Directors and Executive Officers Have Conflicts of Interest Involving
Legacy
Certain of the Company's directors and officers continue to serve as
directors and executive officers of Legacy, which Excel spun off in March 1998.
As of December 31, 1998, these individuals held 10,227,046 shares of common
stock of Legacy, which equaled approximately 31% of the currently outstanding
shares, and held options to acquire another 3,162,000 shares. The Company and
Legacy currently are parties to agreements providing for: (i) the orderly
separation of the Company and Legacy; (ii) the sharing of certain facilities and
the provision of management and administrative services by the Company to
Legacy; and (iii) the allocation of certain tax and other liabilities. Conflicts
may arise with respect to the operation and effect of these agreements and
relationships, which could have an adverse effect on the Company if not properly
resolved. In this regard, the certificate of incorporation of Legacy contains a
specific purpose clause providing that Legacy's purpose includes complying with
an intercompany agreement between the Company and Legacy as long as the
agreement remains in effect. The agreement prohibits Legacy from investing in
community and neighborhood shopping centers, power centers, malls or other
conventional retail properties, unless it has first offered to Excel (now the
Company) the opportunity to pursue such investments.
Environmental Problems are Possible and Can Be Costly
Federal, state and local laws and regulations relating to the protection
of the environment may require a current or previous owner or operator of real
estate to investigate and clean up hazardous or toxic substances or petroleum
product releases at such property. The owner or operator may have to pay a
governmental entity or third parties for property damage and for investigation
and clean-up costs incurred
<PAGE> 6
by such parties in connection with the contamination. Such laws typically impose
clean-up responsibility and liability without regard to whether the owner or
operator knew of or caused the presence of contaminants. Even if more than one
person may have been responsible for the contamination, each person covered by
the environmental laws may be held responsible for all of the clean-up costs
incurred. In addition, third parties may sue the owner or operator of a site for
damages and costs resulting from environmental contamination emanating from that
site.
Environmental laws also govern the presence, maintenance and removal of
asbestos. Such laws require that owners or operators of buildings containing
asbestos properly manage and maintain the asbestos, that they notify and train
those who may come into contact with asbestos and that they undertake special
precautions, including removal or other abatement, if asbestos would be
disturbed during renovation or demolition of a building. Such laws may impose
fines and penalties on building owners or operators who fail to comply with
these requirements and may allow third parties to seek recovery from owners or
operators for personal injury associated with exposure to asbestos fibers.
The Market Value of the Company's Publicly Traded Securities Can Be Adversely
Affected by a Number of Factors
Changes in Market Conditions Could Adversely Affect the Market Price of
the Company's Publicly Traded Securities. As with other publicly traded
securities, the value of the Company's publicly traded securities depends on
various market conditions, which may change from time to time. Among the market
conditions that may affect the value of its publicly traded securities are the
following: the extent of institutional investor interest in the Company; the
reputation of REITs generally; the reputation of REITs with portfolios similar
to the Company's; the attractiveness of the securities of REITs in comparison to
other securities (including securities issued by other real estate companies);
the Company's financial condition and performance; and general economic and
financial market conditions.
The Company's Earnings and Cash Dividends Will Affect the Market Price of
its Publicly Traded Securities. The Company believes that the market value of a
REIT's equity securities is based primarily upon the market's perception of the
REIT's growth potential and its current and potential future cash dividends, and
is secondarily based upon the real estate market value of the underlying assets.
For that reason, the Company's common stock may trade at prices that are higher
or lower than the net asset value per share. To the extent the Company retains
operating cash flow for investment purposes, working capital reserves or other
purposes, these retained funds, while increasing the value of its underlying
assets, may not correspondingly increase the market price of the Company's
shares. Failure to meet the market's expectations with regard to future earnings
and cash dividends likely would adversely affect the market price of the
Company's publicly traded equity securities.
Market Interest Rates May Have an Effect on the Value of the Company's
Publicly Traded Securities. One of the factors that investors consider important
in deciding whether to buy or sell shares of a REIT is the dividend rate on such
shares (as a percentage of the price of such shares) relative to market interest
rates. If market interest rates go up, prospective purchasers of REIT shares may
expect a higher dividend rate. Higher interest rates would not, however, result
in more dividends and, in fact, likely would increase borrowing costs and
potentially decrease funds available for dividends. Thus, higher market interest
rates could cause the market price of the Company's publicly traded securities
to go down.
The Company is Dependent on External Sources of Capital
<PAGE> 7
To qualify as a REIT, among other things, the Company must distribute to
its stockholders each year at least 95% of its REIT taxable income (excluding
any net capital gain). Because of these distribution requirements, the Company
likely will not be able to fund all future capital needs, including capital for
acquisitions, with income from operations. The Company therefore will have to
rely on third-party sources of capital, which may or may not be available on
favorable terms or at all. The Company's access to third-party sources of
capital depends on a number of things, including the market's perception of its
growth potential and its current and potential future earnings. Moreover,
additional equity offerings may result in substantial dilution of stockholders'
interests, and additional debt financing may substantially increase leverage.
The Company's Classification as a REIT is Dependent on Compliance with Federal
Income Tax Requirements
Failure of the Company to Qualify as a REIT Would Have Serious Adverse
Consequences to Stockholders. The Company believes that its predecessor
companies, the Trust and Excel, qualified for taxation as REITs for federal
income tax purposes since their first elections to be taxed as REITs for the
taxable years ended July 31, 1972 and December 31, 1987, respectively. The
Company plans to continue to operate the combined company so that it meets the
requirements for taxation as a REIT. Many of these requirements, however, are
highly technical and complex. The determination that the Company is a REIT
requires an analysis of various factual matters and circumstances that may not
be totally within the Company's control. For example, to qualify as a REIT, at
least 95% of the Company's gross income must come from certain sources that are
itemized in the REIT tax laws. The Company is also required to distribute to
stockholders at least 95% of its REIT taxable income (excluding capital gains).
The fact that the Company holds certain of its assets through partnerships and
their subsidiaries further complicates the application of the REIT requirements.
Even a technical or inadvertent mistake could jeopardize the Company's REIT
status. Furthermore, Congress and the Internal Revenue Service might make
changes to the tax laws and regulations, and the courts might issue new rulings,
that make it more difficult, or impossible, for the Company to remain qualified
as a REIT. The Company does not believe, however, that any pending or proposed
tax law changes would jeopardize its REIT status.
If the Company fails to qualify as a REIT, the Company would be subject to
federal income tax at regular corporate rates. Also, unless the IRS granted the
Company relief under certain statutory provisions, the Company would remain
disqualified as a REIT for four years following the year the Company first
failed to qualify. If the Company failed to qualify as a REIT, the Company would
have to pay significant income taxes and would therefore have less money
available for investments, debt service and dividends to stockholders. This
likely would have a significant adverse affect on the value of its securities.
In addition, the Company would no longer be required to pay any dividends to
stockholders.
The Company Could be Disqualified as a REIT or Have to Pay Taxes if its
Predecessor Companies Did Not Qualify as REITs. If either the Trust or Excel,
whose businesses were combined in the Merger on September 28, 1998 to form the
Company, failed to qualify as a REIT throughout the duration of its existence,
it might have had undistributed "C corporation earnings and profits." If that
were the case and the Trust or Excel did not distribute such earnings and
profits prior to the Merger, the Company might not qualify as a REIT. The
Company believes that each of the Trust and Excel qualified as a REIT and that,
in any event, neither the Trust nor Excel had any undistributed "C corporation
earnings and profits" at the time of the Merger. If either the Trust or Excel
failed to qualify as a REIT, it would have recognized taxable gain at the time
of the Merger (and the Company would be liable for the tax on such gain). This
would be the case even though the business combination qualified as a "tax-free
reorganization," unless the Company makes a special election that is available
under current law. The Company will make such an election with respect to each
of the Trust and Excel. This election will have the effect of requiring the
<PAGE> 8
Company, if the Trust or Excel was not qualified as a REIT, to pay corporate
income tax on any gain existing at the time of the business combination on
assets acquired in the combination if such assets are sold within 10 years after
the combination. Finally, if either the Trust or Excel did not qualify as a
REIT, the Company could be precluded from electing REIT status for up to four
years after the year in which the predecessor company failed to qualify if the
Company were determined to be a "successor" to that predecessor company.
There Can Be No Assurance That the Company Will Be Successful in Integrating Two
Previously Separate Companies
The Merger took place in September 1998. There can be no assurance that
the remaining integration of the respective operations of the Trust and Excel
will be completed without substantial difficulties. Such difficulties could
include integrating different business strategies with respect to owning,
operating, acquiring and developing real estate properties, and integrating
personnel with different business backgrounds and corporate cultures. Further,
the process of integrating management services, administrative organizations,
facilities, management information systems and other aspects of operations,
while simultaneously managing a larger and geographically expanded entity, will
present a significant challenge to the management of the Company. There can be
no assurance that there will not be substantial costs associated with the
integration process, that the integration activities will not result in a
decrease in revenues or that there will not be other material adverse effects on
the Company as a result of the integration efforts. Although the Company does
not expect to incur any current material charge against earnings for integration
costs resulting from the Merger, there can be no assurance that the Company will
not in the future incur material charges to reflect costs associated with the
Merger.
Failure to Obtain Year 2000 Compliance May Have Adverse Effects on the Company
Many currently installed computer systems, software products, time clocks
and other similar devices of the Company are coded to accept only two digit
entries in the date code field. The Company needs to have these date code fields
upgraded or recoded to accept four digit entries to distinguish 21st century
dates from 20th century dates. Uncertainty exists concerning the potential
effects associated with compliance with such "Year 2000" requirements. In
addition, even if the Company's equipment and software is Year 2000 compliant,
equipment and software used by suppliers or other third parties having a
material relationship with the Company (e.g., utilities, financial institutions,
major tenants, suppliers, governmental agencies and municipalities) may not be
Year 2000 compliant.
