UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended September 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 2-95449
NATIONAL PROPERTIES INVESTMENT TRUST
Formerly Richard Roberts Real Estate Growth
Trust I (Exact name of registrant as specified in
its charter)
Massachusetts 06-6290322
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
P.O. Box 148 Canton Center, CT 06020
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (860) 693-9624
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes X No
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NATIONAL PROPERTIES INVESTMENT TRUST
INDEX
Accountants' Review Report
Comparative Balance Sheet as of September 30, 1997 and December 31,
1996
Comparative Statement of Operations for the Quarter and Nine Months
Ended September 30, 1997 and 1996
Comparative Statement of Changes in Shareholders' Equity for the Nine
Months Ended September 30, 1997 and 1996
Comparative Statement of Cash Flows for the Nine Months Ended
September 30, 1997 and 1996
Notes to the Financial Statements
<PAGE>
[LETTERHEAD OF BERNARDI, ALFIN & KOOS, L.L.C.]
Trustees
National Properties Investment Trust
P.O. Box 148
Canton Center, Connecticut 06020
We have reviewed the accompanying balance sheet of National Properties
Investment Trust as of September 30, 1997 and the related statements of
operations for the quarter and nine months ended September 30, 1997 and 1996,
and changes in shareholders' equity and cash flows for the nine months ended
September 30, 1997 and 1996, included in the accompanying Securities and
Exchange Commission Form 10-Q for the period ended September 30, 1997 in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of National Properties Investment Trust.
A review of interim financial information consists principally of inquiries of
company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1996, and the related statements
of operations, shareholders' equity and cash flows for the year then ended (not
presented herein). In our report dated March 18, 1997 and October 7, 1997, we
expressed an unqualified opinion on those financial statements. In our opinion,
the information set forth in the accompanying balance sheet as of December 31,
1996 is fairly stated in all material respects in relation to the balance sheet
from which it has been derived.
November 5, 1997 Respectfully submitted,
/s/ Bernardi, Alfin & Koos, L.L.C.
BERNARDI, ALFIN & KOOS, L.L.C.
Certified Public Accountants
<PAGE>
<TABLE>
<CAPTION>
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE BALANCE SHEET
See Accountants' Review Report
September 30, December 31,
1997 1996
---- ----
ASSETS:
<S> <C> <C>
Investments in real estate and personal property $1,006,333 $ 948,583
Cash and cash equivalents ...................... 14,492 44,403
Receivables .................................... 22,121 18,248
Other assets ................................... 24,681 39,633
--------- --------
TOTAL ASSETS ....................... $1,067,627 $1,050,867
- ------------ ========== =========
LIABILITIES:
Accounts payable and accrued expenses . $ 36,509 $ 53,107
Security deposits held and prepaid rent 26,958 20,821
Mortgage payable ...................... 549,636 571,258
--------- --------
Total Liabilities 613,103 645,186
------- -------
SHAREHOLDERS' EQUITY:
Shares of beneficial interest, no par value, unlimited authorization, shares
issued and outstanding were 749,276 in 1997 and
718,860 in 1996 11,791,866 11,754,966
Accumulated deficit ............... (11,337,342) (11,349,285)
---------- ----------
Total Shareholders' Equity 454,524 405,681
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,067,627 $ 1,050,867
- ------------------------------------------ ========== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF OPERATIONS
See Accountants' Review Report
For the Quarter Ended For the Nine Months Ended
September 30, September 30,
------------- -------------
1997 1996 1997 1996
---- ---- ---- ----
PROPERTY OPERATIONS:
<S> <C> <C> <C> <C>
Gross rental income ................... 92,636 81,828 268,323 260,265
Rental expenses ....................... (62,306) (61,690) (182,268) (184,054)
General and administrative expenses (28,705) (21,890) (74,643) (73,933)
-------- -------- -------- -------
Net Income(Loss)from Property Operations 1,625 (1,752) 11,412 2,278
OTHER INCOME (EXPENSE):
Interest income 134 309 531 1,342
-------- -------- -------- -------
NET INCOME (LOSS) 1,759 (1,443) 11,943 3,620
======== ======== ======== =======
INCOME PER SHARE OF BENEFICIAL INTEREST 0.00 0.00 0.02 0.01
======== ======= ======== =======
AVERAGE NUMBER OF SHARES OF BENEFICIAL
INTEREST 749,276 718,860 742,394 718,860
======== ======== ======== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
See Accountants' Review Report
For the Nine Months Ended For the Nine Months Ended
September 30, September 30,
1997 1996
---- ----
Shares Amount Shares Amount
------ ------ ------ ------
SHARES OF BENEFICIAL INTEREST
<S> <C> <C> <C> <C>
Balance - Beginning of the Period 718,860 $ 11,754,966 718,860 $ 11,735,447
Shares issued ................... 30,416 36,900 -- --
------- --------- ------- ----------
Balance - End of the Period ..... 749,276 $ 11,791,866 718,860 $ 11,735,447
======= ========== ======= ==========
ACCUMULATED DEFICIT
Balance - Beginning of the Period $(11,349,285) $(11,274,829)
Net income 11,943 3,620
Dividends paid .................. -- (36,339)
---------- ----------
Balance - End of the Period ..... $(11,337,342) $(11,307,548)
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
<CAPTION>
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
See Accountants' Review Report
For the Nine Months Ended
September 30,
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income ......................................... $ 11,943 $ 3,620
------ -------
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization ...................... 40,838 37,329
Changes in Assets and Liabilities:
Receivables ........................................ (3,873) (9,285)
Other assets ....................................... 8,220 4,709
Accounts payable and accrued expenses .............. (16,598) 3,454
Security deposits held and prepaid rent ............ 6,137 --
------ ------
Total Adjustments .................................. 34,724 36,207
------ ------
Net Cash Provided By Operating Activities .......... 46,667 39,827
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of personal property ...................... (91,856) (17,348)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt ......................... (21,622) (19,167)
Proceeds from the issuance of shares ............... 36,900 --
Dividends paid ..................................... -- (36,339)
------ -------
Net Cash Provided By (Used In) Financing Activities 15,278 (55,506)
------ -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (29,911) (33,027)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD . 44,403 108,081
------ -------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD ....... $ 14,492 $ 75,054
====== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
NATIONAL PROPERTIES INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Organization and Summary of Accounting Policies:
A. Organization:
National Properties Investment Trust (formerly Richard Roberts
Real Estate Growth Trust I) (the "Trust") was organized on January 16,
1985 as a Massachusetts Business Trust. The Trust invests directly in
equity interests in commercial, industrial and/or residential
properties in the United States which have income-producing
capabilities and intends to hold its properties for long-term
investment. The Trust currently owns a single property located in
central Florida. The results of the Trust's operations depend upon the
Trust's property's competitive position in its respective leasing
market. The Shoppes at Lake Mary, a strip shopping center located at
Lake Mary, Florida, is the Trust's sole remaining property.
B. Basis of Presentation:
The accompanying unaudited financial statements of the Trust have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three- and nine-month periods ended
September 30, 1997 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1997. For further
information, refer to the financial statements and accompanying
footnotes thereto included in the Trust's annual report on Form 10-K
for the year ended December 31, 1996
C. Method of Accounting:
The financial statements of the Trust have been prepared on the
accrual basis of accounting.
D. Cash Equivalents:
For financial statement purposes, the Trust considers all highly
liquid investments with original maturities of three months or less to
be cash equivalents.
E. Income Taxes:
The Trust has made for prior years, and intends to make for 1997,
an election to file as a real estate investment trust (REIT) for
federal tax purposes, and if so qualified, will not be taxed on
earnings distributed to shareholders. Accordingly, no provision for
federal income taxes has been made for the periods ended September 30,
1997 and September 30, 1996. However, the Trust is subject to state
income taxes, where applicable.
<PAGE>
NATIONAL PROPERTIES INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Organization and Summary of Accounting Policies: (Continued)
F. Real Estate Assets and Depreciation:
The Trust recognizes impairment losses for long-lived assets, on
a property by property basis, used in operations when indicators of
impairment are present and the undiscounted future cash flows are not
sufficient to recover the asset's carrying value. If such indicators
are present, an impairment loss is recognized based on the excess of
the carrying amount of the impaired asset over its fair value during
the period that the indicators are present.
For long-lived assets to be disposed of, impairment losses are
recognized when the fair value of the asset, less the estimated cost
to sell, is less than the carrying value of the asset measured at the
time management commits to a plan to dispose of the asset. Assets are
classified as assets to be disposed of when management has committed
to sell and is actively marketing the property. Assets to be disposed
of are carried at the lower of carrying value or fair value less cost
to dispose, determined on an asset by asset basis. Depreciation is not
recorded during the period in which assets are held for disposal and
gains (losses) from initial and subsequent adjustments to the carrying
value of the assets, if any, are recorded as a separate component of
income from continuing operations.
No impairment losses have been recognized since the Trust's
adoption of Statement of Financial Accounting Standards ("SFAS") No.
121" Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of".
Depreciation was computed using the straight-line method over an
estimated depreciable life of 40 years for real property, 7 years for
personal property, and over the life of the related lease for tenant
improvements.
G. Accumulated Deficit:
The accumulated deficit, reported as a reduction of Shareholders'
Equity, includes net losses recognized and distributions made to
Shareholders as a return of capital invested.
H. Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
NOTE 2 - Related Party Transactions:
The Trust has entered into a temporary management agreement with the
Managing Trustee for a one-year term. The agreement calls for the Managing
Trustee to be paid $4,000 per month plus Trust related expenses. The Trust
paid the Managing Trustee $12,000 and $36,000 as compensation for managing
the Trust property for the quarter and nine months ended September 30,
1997. In addition, the Trust offices are located at premises owned by the
Managing Trustee. No rent was charged to the Trust in the quarter and nine
months ended September 30, 1997, although, the Trust paid utility bills for
the office of $435 and $1,571 in the quarter and nine months ended
September 30, 1997.
On March 3, 1997, the Trust issued 30,416 shares of beneficial
interest to an IRA for the benefit of a Trustee of the Trust. The shares
were issued for $1.2132 per share, totaling $36,900.
NOTE 3 - Earnings Per Share:
Earnings per Share of Beneficial Interest are computed on the weighted
average number of Shares of Beneficial Interest outstanding during the
period.
NOTE 4 - Investment in Real Estate and Personal Property:
The Trust purchased The Shoppes at Lake Mary, a 38,125 square foot
shopping center located in Lake May, Florida on March 31, 1986 for
$3,200,000. Pursuant to the purchase agreement, the seller guaranteed that
the revenues generated by the project during the first two years of its
operation would be at least equal to the aggregate of all expenses incurred
in connection with the use and operation of the project during each such
year plus $360,000. The seller placed $300,000 of the purchase price in an
interest bearing escrow account as security for the guarantee. On September
26, 1986, the Trust released the seller from the guarantee in consideration
for the funds held in escrow. The funds held in escrow were forwarded to
the Trust on October 2, 1986. The basis of the property acquired has been
reduced by the amount received under the terms of the cash flow guarantee.
On December 31, 1991 the Trust reduced the book value of real property by
$1,677,901 to its net realizable value.
All of the Trust's property are recorded at historical cost, except
for it's real property which is recorded at its historical cost, less
$310,762 for the reduction in basis due to the release of funds escrowed at
closing, and less $1,677,901 loss reserve to reduce the property value to
its net realizable value.
<PAGE>
NOTE 4 - Investment in Real Estate and Personal Property: (Continued)
The Trust's property and equipment are as follows:
<TABLE>
<CAPTION>
The Shoppes at Lake Mary
September 30, December 31,
1997 1996
---- ----
<S> <C> <C>
Land .................... $ 313,807 $ 230,299
Buildings ............... 1,147,584 1,147,584
Tenant Improvements ..... 219,090 210,742
Furnishings and Equipment 19,544 19,544
---------- ----------
Total ..................... 1,700,025 1,608,169
Less: Accumulated Depreciation ( 693,692) ( 659,586)
---------- ----------
Net Investment in Real Estate
and Personal Property $ 1,006,333 $ 948,583
========= =========
</TABLE>
NOTE 5- Receivables:
Receivables consist of the following:
<TABLE>
<CAPTION>
9/30/97 12/31/96
------- --------
<S> <C> <C>
Tenant Receivables ............ $22,121 $18,248
Allowance for Doubtful Accounts -- --
------ ------
Tenant Receivables net of Allowance $ 22,121 $ 18,248
====== ======
</TABLE>
NOTE 6 - Mortgages Payable:
<TABLE>
<CAPTION>
9/30/97 12/31/96
------- --------
<S> <C> <C>
Mortgage payable in monthly
Installments of $7,201 of principal
and interest at 2% over prime on the
outstanding balance. The balance of
principal and interest is due in full
in October 1998. The loan is secured
by a first mortgage lien on The
Shoppes at Lake Mary $549,636 $571,258
======= =======
</TABLE>
The following sets forth the principal payments due on the mortgage
payable for the twelve months ended:
<TABLE>
<S> <C>
September 30, 1998 31,528
September 30, 1999 518,108
</TABLE>
<PAGE>
NOTE 7- Tenant Leases:
The Trust has entered into operating lease agreements with tenants of
its rental property, which have various termination dates. Certain leases
also contain provisions for inflationary increases and the pass through of
a portion of operating expenses under specified circumstances. Future
minimum lease payments under noncancellable operating leases are as
follows:
<TABLE>
<S> <C>
1998 $277,458
1999 181,817
2000 93,715
2001 24,324
2002 14,230
Thereafter 32,018
--------
Total $623,562
========
</TABLE>
NOTE 8- Agreement for the Sale of Real Property:
On August 11, 1997, the Trust and Trustees entered into a Contribution
and Exchange Agreement with a newly-formed entity (the "Company") for the
exchange of the Trust's sole property for 32,000 shares of common stock of
the Company. The Company is expected to qualify as a REIT and will have 10
retail properties at its inception, nine to be contributed by affiliates of
the newly-formed entity and one by the Trust. All shareholders of the Trust
will receive a distribution of a portion of the Company stock and the
remaining Company stock will be held by the Trust. The Company will pay all
expenses of the Trust (including attorney's and accountants' fees) in
connection with the negotiation, documentation and consummation of the
formation transaction.
The Contribution and Exchange Agreement provides terms under which the
agreement may be terminated, and under certain circumstances the Trust may
be required to pay a termination fee of $500,000 to $750,000 plus the
expenses of the Company and the Trust incurred in connection of the
formation transaction.
Shareholders of the Trust will receive a proxy statement/prospectus
pursuant to which they will be asked to approve the proposed business
combination with the new REIT. The proxy statement/prospectus will contain
all the material details of the transaction and is expected to be mailed to
the shareholders of the Trust in November.
It is contemplated that this transaction will be completed by December
31, 1997.
<PAGE>
NOTE 9- Contingencies:
Salvatore R. Carabetta, an Independent Trustee, resigned on June 30,
1996. A successor Trustee was not appointed until June 16, 1997, which is
greater than the 60 day period required by the Declaration of Trust for the
appointment of a successor Trustee. The Declaration of the Trust requires a
new Trustee to be appointed within 60 days. On June 16, 1997 Robert
Reibstein was appointed as Trustee of the Trust.
On January 6, 1996 the Managing Trustee, Peter Stein, declared a
dividend without the express approval of Mr. Carabetta. Mr. Stein believes
that the request for a vote sent to Mr. Carabetta twice by certified mail
and not responded to, constitutes a presence at a vote and abstention from
the vote. Additionally until June 25, 1996 when Jay Goldman was elected as
Trustee of the Trust, Peter Stein, the Managing Trustee, had been acting on
behalf of the Trust without the express approval of the majority of the
Trustees. Peter Stein and Salvatore Carabetta were the sole remaining
Trustees and since a majority of Trustees need to be present to have a
vote, both Trustees needed to be present to hold a vote. On June 16, 1997,
a Trustee meeting was held and the Trustees acknowledged that the Trust was
operating without the full complement of Trustees and approved and ratified
all actions carried out by the officers of the Trust.
On June 16, 1997, the Trustees adopted an Amended and Restated
Declaration of Trust, which provides that the Trust may choose to elect
officers, including a President who shall act as Managing Trustee, and
which further defines the powers and limitations of the officers of the
Trust. As of June 30, 1997, no officers of the Trust have been appointed to
oversee the management of the Trust.
Management is unable to determine the effects the above events
will have on the financial condition of the Trust, if any.
NOTE 10- Supplemental Disclosure of Cash Flow Information:
<TABLE>
<CAPTION>
9-30-97 9-30-96
------- -------
Cash paid during the nine months ended -
<S> <C> <C>
Income taxes $ -- $ --
Interest ... $43,187 $46,618
</TABLE>
NOTE 11- Reclassifications:
Certain prior year amounts have been reclassified to conform with the
current year presentation.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
NATIONAL PROPERTIES INVESTMENT TRUST (the "Trust") was organized on January 16,
1985, as a Massachusetts Business Trust. On July 23, 1993, the Trust changed its
name from Richard Roberts Real Estate Growth Trust I to its current name. The
Trust has made for 1996 and prior years, and intends to make for 1997, an
election to file as a real estate investment trust "REIT" under the provisions
of the Internal Revenue Code and intends to maintain this status as long as it
will benefit the Trust's shareholders. The Trust considers its business to be
operating in one industry segment, investment in real property.
Liquidity and Capital Resources
The Trust's primary cash requirements are for capital expenditures and operating
expenses, including utilities, insurance, sales taxes, maintenance and
management costs. Historically, the Trust's primary sources of cash have been
from operations and bank borrowings.
At September 30, 1997 the Trust has cash of approximately $14,492, which is
comprised almost entirely of net income from operations.
On August 11, 1997, the Trust and Trustees entered into a Contribution and
Exchange Agreement with a newly-formed entity (the "Company") for the exchange
of the Trust's sole property for 32,000 shares of common stock of the Company.
The Company is expected to qualify as a REIT and will have 10 retail properties
at its inception, nine to be contributed by affiliates of the newly formed
entity and one by the Trust. All shareholders of the Trust will receive a
distribution of a portion of the Company stock and the remaining Company stock
will be held by the Trust. The Company will pay all expenses of the Trust
(including attorney's and accountants' fees) in connection with the negotiation,
documentation and consummation of the formation transaction.
The Contribution and Exchange Agreement provides terms under which the
agreement may be terminated, and under certain circumstances the Trust may be
required to pay a termination fee of $500,000 to $750,000 plus the expenses of
the Company and the Trust incurred in connection of the formation transaction.
Shareholders of the Trust will receive a proxy statement/prospectus
pursuant to which they will be asked to approve the proposed business
combination with the new REIT. The proxy statement/prospectus will contain all
the material details of the transaction and is expected to be mailed to the
shareholders of the Trust in November.
It is contemplated that this transaction will be completed by December 31,
1997.
The principal assets of the Trust consist of an equity position in an income
producing commercial property and cash.
Inflation
Inflation has been consistently low during the periods presented in these
financial statements and, as a result, has not had a significant effect on the
operations of the Trust.
Competition
The Trust's remaining property investment is subject to competition from similar
types of properties in the vicinity in which it is located. While the market in
which the property operates is experiencing a recovery, the property values
generally remain below the highs realized in the mid-1980's. The property's
current 100% occupancy rate, and the Trust's holding of several long-term leases
with automatic escalation clauses, are indicators that the Trust is not
currently facing heavy competition for tenants.
Results of Operations
For the quarter ended September 30, 1997, the Trust reported net income from
property operations of $1,625 as compared to a net loss from property operations
of $1,752 for the quarter ended September 30, 1996. For the nine months ended
September 30, 1997, the Trust reported net income from property operations of
$11,412 as compared to net income from property operations of $2,278 for the
nine months ended September 30, 1996. The increase is related to increases in
gross rental income. Also, the Trust had net income of $1,759 and $11,943 for
the quarter and nine months ended September 30, 1997, compared to a net loss of
$1,443 and net income of $3,620 for the quarter and nine months ended September
30, 1996.
The Managing Trustee was paid $12,000 and $36,000 for the quarter and nine
months ended September 30, 1997. In addition, the Trust offices are located at
premises owned by the Managing Trustee. No rent was charged to the Trust in the
quarter and nine months ended September 30, 1997, although, the Trust paid
utility bills for the office of $435 and $1,571 in the quarter and nine months
ended September 30, 1997.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
NONE
ITEM 2. CHANGES IN SECURITIES.
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
NOT APPLICABLE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF BENEFICIAL INTEREST
NONE
ITEM 5. OTHER INFORMATION.
The Trust filed a Form 10-K/A, Amendment No. 2 to the Annual
Report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the year ended December 31, 1996.
The Trust filed a Form 10-Q/A, Amendment No. 1 to the
Quarterly Report pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 for the quarter ended June
30, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
The Trust filed a Form 8-K, Current Report pursuant to Section
13 of 15(d) of the Securities and Exchange Act of 1934 as of
August 7, 1997. The Form 8-K contained an Amended and Restated
Declaration of Trust.
<PAGE>
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.
NATIONAL PROPERTIES INVESTMENT TRUST
Date: By: \s\ Peter M. Stein
Peter M. Stein
Managing Trustee
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 date indicated:
Signature Title Date
/s/ Peter M. Stein Managing Trustee
Peter M. Stein
/s/ Jay Goldman Trustee
Jay W. Goldman
/s/ Robert Reibstein Trustee
Robert Reibstein
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000761236
<NAME> NATIONAL PROPERTIES INVESTMENT TRUST
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> 12/31/97
<PERIOD-START> 1/1/97
<PERIOD-END> 9/30/97
<CASH> 14,492
<SECURITIES> 0
<RECEIVABLES> 22,121
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 61,294
<PP&E> 1,700,025
<DEPRECIATION> 693,692
<TOTAL-ASSETS> 1,067,627
<CURRENT-LIABILITIES> 63,467
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,791,866
<TOTAL-LIABILITY-AND-EQUITY> 1,067,627
<SALES> 268,323
<TOTAL-REVENUES> 268,323
<CGS> 0
<TOTAL-COSTS> 182,268
<OTHER-EXPENSES> 74,643
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,187
<INCOME-PRETAX> 11,943
<INCOME-TAX> 0
<INCOME-CONTINUING> 11,943
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,943
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
</TABLE>
