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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): FEBRUARY 3, 1999
NEW PLAN REALTY TRUST
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
MASSACHUSETTS 1-08459 13-1995781
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification Number)
1120 AVENUE OF THE AMERICAS, 12TH FLOOR
NEW YORK, NEW YORK 10036
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code:
(212) 869-3000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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NEW PLAN REALTY TRUST
ITEM 5. OTHER EVENTS
On February 3, 1999, the Company entered into a Distribution Agreement
with New Plan Excel Realty Trust, Inc., of which the Company is a wholly owned
subsidiary, Salomon Smith Barney Inc., Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and
Prudential Securities Incorporated, as agents, in connection with the
establishment of a medium-term notes program pursuant to which New Plan Excel
Realty Trust, Inc. may issue and sell up to $500,000,000 of its debt securities
entitled "Medium-Term Notes Due Nine Months or More from Date of Issue." As
described in the Distribution Agreement, the Company will provide an
unconditional guarantee as to payment of principal, premium, if any, and
interest of any debt securities issued by New Plan Excel Realty Trust, Inc.
pursuant to the Distribution Agreement. The closing related to the consummation
of the Distribution Agreement is expected to occur on February 3, 1999. A copy
of the Distribution Agreement is filed as an exhibit to this report.
ITEM 7. EXHIBITS
The Exhibits listed below relate to the Registration Statement on Form
S-3 (No. 333-67511) of the New Plan Excel Realty Trust, Inc. and the Company and
are filed herewith for incorporation by reference in such Registration
Statement.
1.1 Distribution Agreement, dated as of February 3, 1999, by and among New
Plan Excel Realty Trust, Inc., New Plan Realty Trust and Salomon Smith
Barney Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley Incorporated and Prudential
Securities Incorporated (incorporated by reference to Exhibit 1.1 to
the Current Report on Form 8-K filed on even date herewith by New Plan
Excel Realty Trust, Inc.)
4.1 Indenture, dated as of February 3, 1999, by and among New Plan Excel
Realty Trust, Inc., New Plan Realty Trust and State Street Bank and
Trust Company (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed on even date herewith by New Plan Excel Realty
Trust, Inc.)
5.1 Opinion of Goodwin, Procter & Hoar LLP regarding legality of the
guarantee related to the Distribution Agreement
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23.1 Consent of Goodwin, Procter & Hoar LLP to the filing of Exhibit 5.1
herewith (included in its opinion filed as Exhibit 5.1)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEW PLAN REALTY TRUST
Date: February 3, 1999 By: /s/ STEVEN F. SIEGEL
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Steven F. Siegel
Senior Vice President, General Counsel
and Assistant Secretary
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EXHIBIT INDEX
Exhibit Document
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1.1 Distribution Agreement, dated as of February 3, 1999, by and among New
Plan Excel Realty Trust, Inc., New Plan Realty Trust and Salomon Smith
Barney Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley Incorporated and Prudential
Securities Incorporated (incorporated by reference to Exhibit 1.1 to
the Current Report on Form 8-K filed on even date herewith by New Plan
Excel Realty Trust, Inc.)
4.1 Indenture, dated as of February 3, 1999, by and among New Plan Excel
Realty Trust, Inc., New Plan Realty Trust and State Street Bank and
Trust Company (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed on even date herewith by New Plan Excel Realty
Trust, Inc.)
5.1 Opinion of Goodwin, Procter & Hoar LLP regarding legality of the
guarantee related to the Distribution Agreement
23.1 Consent of Goodwin, Procter & Hoar LLP to the filing of Exhibit 5.1
herewith (included in its opinion filed as Exhibit 5.1)
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EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-l000
TELECOPIER (617) 523-1231
February 2, 1999
New Plan Excel Realty Trust, Inc.
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
Re: Guarantee by New Plan Realty Trust of New Plan Excel Realty Trust, Inc.
Medium Term Notes Due Nine Months or More From Date of Issue
As special Massachusetts counsel to New Plan Realty Trust (the
"Guarantor"), we render this opinion in connection with the offer and sale by
New Plan Excel Realty Trust, Inc. (the "Company"), the holder of all outstanding
shares of beneficial interest of the Guarantor, of up to U.S. $500,000,000
aggregate initial amount (or its equivalent, based upon the applicable exchange
rate at the time of issuance, in such foreign or composite currencies as the
Company shall designate at the time of issuance) of the Company's Medium Term
Notes Due Nine Months or More from Date of Issue ("Notes"), which are to be
established as a series of senior debt securities of the Company under an
indenture among the Company as Primary Obligor, the Guarantor as Guarantor and
State Street Bank & Trust Company as Trustee (the "Indenture"). We are advised
that the Notes may be offered and sold from time to time by the Company directly
or to or through Agents pursuant to a Distribution Agreement (the "Distribution
Agreement") to which the Company, the Guarantor and the Agents are parties.
Under the Indenture, the Guarantor undertakes to guarantee the payment of
principal, premium if any and interest of and on the Notes (the "Guarantee").
We have reviewed the Company's Registration Statement No. 333-67511 on
Form S-3 as filed with the Securities and Exchange Commission (the "Registration
Statement"), including the Prospectus Supplement describing the Notes, and
observe that each issue of Notes will be accompanied by a pricing supplement
that will contain the specific description of the Notes being offered and the
terms of the offering (a "Pricing Supplement").
We have also reviewed (i) copies of the Guarantor's Amended and Restated
Declaration of Trust dated January 15, 1996 as filed with the Secretary of the
Commonwealth of Massachusetts on March 12, 1996 and all subsequent amendments
thereto filed with the Secretary of the
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New Plan Excel Realty Trust, Inc.
New Plan Realty Trust
February 2, 1999
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Commonwealth of Massachusetts to date (the "Declaration of Trust"); (ii) a
Certificate of recent date of the Secretary of the Commonwealth of Massachusetts
as to filings made by the Guarantor and the authority of the Guarantor to
transact business in Massachusetts; (iii) a Certificate of even date of the
Secretary of the Guarantor reciting the adoption of resolutions pertaining to
the Guarantor's Guarantee of the Notes; (iv) a Certificate of even date of an
officer of the Guarantor as to certain factual matters; (v) copies furnished to
us on your behalf of the following documents in the respective forms represented
to us as to be executed by the parties thereto: (A) the Indenture and (B) the
Distribution Agreement; and (vi) such other documents and certificates as we
deem appropriate for the purposes of this opinion.
We have made no independent examination as to the truth, accuracy,
completeness or content of the facts contained in any representation, warranty,
covenant or other statement made by or on behalf of either the Company or the
Guarantor in any of the aforesaid documents or in any other document executed or
furnished by the Company or the Guarantor in connection therewith. We have
assumed the accuracy of all such facts as well as the genuineness of all
signatures and the conformity to original documents of all documents submitted
to or examined by us as copies.
Our opinions herein are limited to matters of the law of the Commonwealth
of Massachusetts, and we express no opinion herein concerning the law of any
other jurisdiction.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that:
1. The Guarantor has been duly established and is validly existing and
in good standing as an unincorporated association commonly referred to as a
business trust pursuant to its Declaration of Trust under the laws of the
Commonwealth of Massachusetts.
2. The Indenture has been duly authorized by the Guarantor and, when
the Indenture is executed and delivered by the Guarantor, assuming due
authorization, execution and delivery of the Indenture by each of the Company
and the Trustee, and when Notes are issued, authenticated and delivered pursuant
to the Indenture against payment of the consideration therefor in accordance
with the terms of the applicable Pricing Supplement, the obligations of the
Guarantor under the Indenture, including its Guarantee of the Notes that
constitute Debt Guarantees under the Registration Statement, will constitute
valid and binding obligations of the Guarantor.
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New Plan Excel Realty Trust, Inc.
New Plan Realty Trust
February 2, 1999
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We consent to a copy of this opinion being filed as an exhibit to the
Registration Statement (whether pursuant to a post-effective amendment thereto
or as an exhibit to a Form 8-K report to be filed by the Company).
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
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Goodwin, Procter & Hoar LLP
