SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 15, 1998
National Properties Investment Trust
Formerly Richard Roberts Real Estate Growth Trust I
(Exact Name of Registrant as Specified in Charter)
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Massachusetts 2-95449 06-6290322
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(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
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P.O. Box 148 Canton Center, CT 06020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (888) 678-1109
N/A
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
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2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1997, National Properties Investment Trust, a
Massachusetts business trust (the "Trust"), sold its sole real estate asset
(the "Property") to a newly formed real estate investment trust company, the
Philips International Realty Corp., a Maryland corporation ("New REIT"), in
exchange for 32,000 shares of the Common Stock of New REIT pursuant to a
Contribution and Exchange Agreement, dated August 11, 1997, as amended, among
the Trust, the Board of Trustees of the Trust, New REIT and certain affiliated
partnerships or limited liability companies associated with a private real
estate firm controlled by Philip Pilevsky and certain partners and members
thereof (the "Contribution and Exchange Agreement"). The New REIT will
indirectly own ten shopping center properties in the New England, Mid-Atlantic
and Southeast regions of the United States. New REIT is not affiliated with
the Trust or the trustees of the Trust and the sale price for the Property was
determined by arm's-length negotiations between the parties. The Property is
an approximately 38,125 square foot shopping center located in Lake Mary,
Florida and, as of the date of sale, was 100% occupied. The consummation of
the transactions contemplated by the Contribution and Exchange Agreement,
including the sale of the Property, was approved by a majority of the
shareholders of the Trust at its special meeting held on December 30, 1997.
499,097 of the 747,522 shares entitled to vote at such meeting approved the
transaction proposal, with 13,219 opposed and 10,624 abstaining.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS NOT APPLICABLE.
(B) PRO FORMA FINANCIAL INFORMATION-NARRATIVE. The following narrative is
being provided in accordance with Article 11 of Regulation S-X (ss. 210.11-02)
to provide investors with information about the continuing impact of a
particular transaction by showing how it might have effected historical
information if the transaction had been consummated at an earlier time.
The Trust exchanged its sole real estate holding for 32,000 shares of
the Common Stock of New REIT plus the assumption of its first mortgage. The
total selling price was $2,142,000, resulting in a gain of $ 1,123,800. 3,744
shares of the New REIT Common Stock were distributed to the Trust shareholders
in calendar year 1997 and approximately 20,256 of such shares will be
distributed to the Trust shareholders by the end of January 1998 (representing
in the aggregate not less than 75% of the Common Stock received by the Trust).
The remaining 8,000 shares are to be retained by the Trust and any
distributions on the shares or net proceeds from the sale of the shares will
be available to the Trust for working capital purposes.
The effect on the Trust's Balance Sheet are as follows: Investments in
real estate and personal property were reduced by $994,900 to zero; prepaid
insurance and prepaid leasing commissions were reduced by $24,600 to zero; the
mortgage payable was reduced by $542,200 to zero; and security deposits,
interest and property taxes were adjusted at closing and were reduced to zero;
and the investment in New REIT was increased by $1,891,386 for the 28,256 shares
of New REIT stock received. After the transaction, the Trust's Balance Sheet
consisted of $22,000 cash, $20,000 of accounts receivable, $1,891,386 of
investment in New REIT stock, $33,200 of accounts payable, and $1,900,186 in
shareholder's equity.
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The effect on the Trust's Statement of Operations are as follows: gross
rental income was reduced by $361,000 to zero; rental expenses were reduced by
$90,850 to $12,500; and interest income was reduced by $600 to $50. Had the
transaction occurred January 1, 1997, the Trust's Statement of Operations would
have been the following: the Trust would have received zero gross income from
operations; $50 of interest income and $12,500 of general and administrative
expenses comprised of accounting fees, legal fees, telephone, and other
miscellaneous expenses. The Trust would have reported a net loss of $12,450
$(0.02) per share, for the year ended December 31, 1997. Although dividends are
possible from the investment in New REIT, no provision is provided because no
dividends are currently planned.
The gain from the sale of the real estate of $1,123,800 is net of income
tax effect (state taxes) of $23,200 and has not been reflected in the above
description of the proforma statement of operations.
(C) EXHIBITS.
10.1 Contribution and Exchange Agreement, dated August 11, 1997, among the
Trust, the Board of Trustees of the Trust, New REIT, and certain
affiliated partnerships or limited liability companies associated with
a private real estate firm controlled by Philip Pilevsky and certain
partners and members thereof (incorporated by reference to Exhibit 10.6
of the joint Proxy Statement and Prospectus dated December 10, 1997
relating to the Special Meeting of Shareholders of the Trust held on
December 30, 1997, which was part of New REIT's registration statement
on Form S-4 (SEC File No. 333-41431)).
10.2 Amendment No. 1 to the Contribution and Exchange Agreement dated
December 29, 1997.
[Remainder of page intentionally left blank. Signature page to follow.]
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SIGNATURES
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.
NATIONAL PROPERTIES
INVESTMENT TRUST
BY: /s/ Peter M. Stein
Peter M. Stein,
Managing Trustee
January 15, 1998
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INDEX TO EXHIBITS
Exhibit
Number Description
10.1 Contribution and Exchange Agreement, dated August 11, 1997, among the
Trust, the Board of Trustees of the Trust, Philips International Realty
Corp., and certain affiliated partnerships or limited liability companies
associated with a private real estate firm controlled by Philip Pilevsky
and certain partners and members thereof (incorporated by reference to
Exhibit 10.6 of the joint Proxy Statement and Prospectus dated December
10, 1997 relating to the Special Meeting of Shareholders of the Trust held
on December 30, 1997, which was part of New REIT's registration statement
on Form S-4 (SEC File No. 333-41431)).
10.2 Amendment No. 1 to the Contribution and Exchange Agreement dated
December 29, 1997.
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AMENDMENT NO. 1
TO
CONTRIBUTION AND EXCHANGE AGREEMENT
Amendment No. 1 to that certain Contribution and Exchange Agreement dated
as of August 11, 1997 (the "Agreement") among National Properties Investment
Trust, a Massachusetts business trust, the members of the Board of Trustees of
the Trust, Philips International Realty Corp., a Maryland corporation, Philips
International Realty, L.P., a Delaware limited partnership, and certain
contributing partnerships or limited liability companies associated with a
private real estate firm controlled by Philip Pilevsky and certain partners and
member thereof who are signatories hereto. Each of the parties to the Agreement
are writing to confirm our understanding and agreement to this Amendment No. 1
to the Agreement as follows:
1. Section 5.1(b) of the Agreement is hereby amended to add the following
language to the beginning of the second sentence thereof:
"except with respect to the failure to obtain consent of First Union
National Bank, as holder of approximately $24.1 million first mortgage loan
secured by certain portions of the Palm Springs Mile Shopping Center in
Hialeah, Florida, to the consummation of the transactions contemplated by the
Agreement,"
2. Section 27.1 of the Agreement is hereby amended by inserting in the
fifth line thereof following the words "at the Closing" the following:
"or, within a period not to exceed five (5) business days from the date of
the Closing,"
3. The parties agree that the closing of the transactions contemplated by
the Agreement shall be effective as of the close of business on December 31,
1997.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Agreement as the 29th day of December 1997.
FOREST AVENUE SHOPPING LLC
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Managing Member
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PHILIPS FREEPORT ASSOCIATES, L.P.
BY: PHILIPS FREEPORT DEVELOPMENT
CORPORATION, ITS GENERAL PARTNER
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: President
MERRICK SHOPPING ASSOCIATES
BY: MERRICK HOLIDAY LIMITED
PARTNERSHIP, A GENERAL PARTNER
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: President
BY: MERRICK EQUITIES L.P., A GENERAL
PARTNER
BY: THE MERRICK CORPORATION,
GENERAL PARTNER
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Attorney-in-Fact
SP AVENUE U ASSOCIATES, L.P.
BY: SP AVENUE U CORP., ITS GENERAL
PARTNER
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Attorney-in-Fact
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ENFIELD SHOPPING L.L.C.
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Managing Member
BRANHAVEN PLAZA L.L.C.
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Member
PALM SPRINGS MILE ASSOCIATES,
LTD.
BY: PALM MILE CORP., ITS GENERAL
PARTNER
By: /s/ Philip Pilevsky
Name: Sheila Levine
Title: President
(by Philip Pilevsky, attorney-in-
fact)
PARTNERS OF PALM SPRINGS MILE
ASSOCIATES, LTD.:
PALM MILE CORP.
By: /s/ Philip Pilevsky
Name: Sheila Levine
Title: President
(by Philip Pilevsky, attorney-in-
fact)
PL PALM SPRINGS L.P.
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: General Partner
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/s/ Philip Pilevsky
PHILIP PILEVSKY
FOXBOROUGH SHOPPING L.L.C.
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Managing Member
MEMBER OF FOXBOROUGH
SHOPPING L.L.C.
/s/ Philip Pilevsky
PHILIP PILEVSKY
BARAKA REALTY CO.
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Attorney-in-Fact
CENTURY REALTY INC.
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Attorney-in-Fact
/s/ Philip Pilevsky
Joseph Wilf, by Philip Pilevsky,
Attorney-in-Fact
ESTATE OF HARRY WILF
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Attorney-in-Fact
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DELRAN SHOPPING L.L.C.
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Managing Member
MEMBERS OF DELRAN SHOPPING
L.L.C
/s/ Philip Pilevsky
Philip Pilevsky
BARAKA REALTY CO.
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Attorney-in-Fact
/s/ Philip Pilevsky
JOSEPH WILF, BY PHILIP PILEVSKY,
ATTORNEY-IN-FACT
ESTATE OF HARRY WILF
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Attorney-in-Fact
NATIONAL PROPERTIES
INVESTMENT TRUST
By: /s/ Peter Stein
Name: Peter Stein
Title: Trustee
By: /s/ Jay Goldman
Name: Jay Goldman
Title: Trustee
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By: /s/ Robert Reibstein
Name: Robert Reibstein
Title: Trustee
PHILIPS INTERNATIONAL
REALTY, L.P.
BY: PHILIPS INTERNATIONAL REALTY
CORP., ITS GENERAL PARTNER
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Chief Executive Officer
PHILIPS INTERNATIONAL
REALTY, CORP.
By: /s/ Philip Pilevsky
Name: Philip Pilevsky
Title: Chief Executive Officer
WITH RESPECT TO SECTION 27.1 ONLY:
/s/ Peter Stein
PETER STEIN
/s/ Jay Goldman
JAY GOLDMAN
/s/ Robert Reibstein
ROBERT REIBSTEIN
