ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Shares of Beneficial Interest
No Par Value
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 (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
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 .
State the aggregate market value of the voting stock held by non-
affiliates of the Registrant as of
March 15, 1999: Shares of Beneficial Interest without par
value $76,313 *
Documents Incorporated by Reference: None
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as
of the latest practicable date: Not Applicable
* As no established public trading market exists, a value of $0.121
(the approximate Net Asset
Value as of December 31, 1999) has been ascribed for the purpose of
this calculation.
PART I
ITEM 1. BUSINESS.
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 1997 and
prior years, and intends to make for 1998, 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.
Since inception, the Trust has invested directly in equity interests
in five commercial properties
in the United States, which have income-producing capabilities, four
of which have been lost to
foreclosure and the last property was sold on December 31, 1997.
The Trust has experienced a
loss of $26,837, $220,401 and income of $1,067,259 for fiscal years
ended December 31, 1999,
1998 and 1997, respectively. The Trust considers its business to be
operating in one industry
segment, investment in real property.
On December 31, 1997, the Trust, sold its sole real estate asset
(the "Property") to a newly
formed real estate investment trust company, Philips International
Realty Corp., a Maryland
corporation ("New REIT"), in exchange for 32,000 shares of the
common stock of the 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"). Soon after the issuance of the New REIT stock, the
stock split 1.706 to 1 and the
shares were issued on May 8, 1998. The New REIT indirectly owns 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 747,553 shares entitled to vote at such meeting
approved the transaction proposal,
with 13,219 opposed and 10,624 abstaining.
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 $2,161,940, resulting
in a gain of $1,106,368. 3,744 shares of the New REIT Common Stock
were distributed to the
Trust shareholders on December 31, 1997 and approximately 20,256 of
such shares were
distributed to the Trust shareholders on January 7, 1998
(representing in the aggregate not less
than 75% of the Common Stock received by the Trust). The remaining
8,000 shares were
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 New REIT stock split
1.706 to 1 and the Trust was issued a total of 13,648 on May 8,
1998. The Trust is contingently
liable on the first mortgage.
The Trust, during 1998, has sold all 13,648 shares that it owned in
Philips International Realty
Corp. The Trust received gross proceeds of $221,480 and had
realized losses of $178,520.
Substantially all of the Trust's assets were held as cash as of
December 31, 1998. The Trust
does not currently own any operating assets. The Trust is
contractually bound to operate for one
year until December 31, 1998. The Trustees of the Trust are
investigating new properties as
possible acquisitions for the Trust. Very preliminary negotiations
are currently underway with a
potential merger candidate. Should the Trust be unable to acquire a
new property(ies) by the end
of 1999, the Trustees will evaluate their options as to the best
course of action for the Trust and
will liquidate the Trust if it were to lose its REIT status.
ITEM 2. PROPERTIES.
The Shoppes at Lake Mary (Lake Mary, Florida)
On March 31, 1986, the Trust purchased The Shoppes at Lake Mary, a
38,125 square foot
neighborhood strip shopping center located on 4.7 acres of land in
Lake Mary, Florida, from an
unaffiliated entity for $3,200,000 in cash. The Shoppes at Lake Mary
is a two-story shopping
center and office facility consisting of three buildings and a
parking lot with 191 parking spaces.
Lake Mary is located in Seminole County, Florida, slightly north and
to the east of Orlando.
On December 31, 1997, the Trust, sold its sole real estate asset
(the "Property") to a newly
formed real estate investment trust company, Philips International
Realty Corp., a Maryland
corporation ("New REIT"), in exchange for 32,000 shares of the
common stock of the 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"). Soon after the issuance of the New REIT stock, the
stock split 1.706 to 1 and the
shares were issued on May 8, 1998. The New REIT indirectly owns 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 Trust during 1998, has sold all 13,648 shares that it owned in
Philips International Realty
Corp. The Trust received gross proceeds of $221,480 and had
realized losses of $178,520.
Substantially all of the Trust's assets were held as cash as of
December 31, 1998. The Trust
does not currently own any operating assets. The Trust is
contractually bound to operate for one
year until December 31, 1998. The Trustees of the Trust are
investigating new properties as
possible acquisitions for the Trust. Very preliminary negotiations
are currently underway with a
potential merger candidate. Should the Trust be unable to acquire a
new property(ies) by the end
of 2000, the Trustees will evaluate their options as to the best
course of action for the Trust and
will liquidate the Trust if it were to lose its REIT status.
ITEM 3. LEGAL PROCEEDINGS.
A lawsuit has been brought by a successor of the former Advisor
("Former Advisor") in the State
of Connecticut against the Trust, Peter Stein (the Managing Trustee
of the Trust) individually,
and First Investment Properties, Inc. (a former Advisor of the
Trust) for $105,000 plus interest,
costs and attorney's fees. The suit contends that the Trust assumed
and ratified the contract
between First Investment Properties, Inc., which succeeded the
Former Advisor as Advisor. The
Trust contends it was never party to the contract and intends to
vigorously defend these actions
which it considers groundless. The ultimate resolution of these
matters is not ascertainable at this
time. No provision has been made in the financial statements related
to these claims. The suit is
currently in the discovery phase and has not been set to go to
trial.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF BENEFICIAL
INTEREST.
A special meeting was held on December 30, 1997. At this meeting,
the shareholders of the
Trust voted to approve the acceptance of the "Contribution and
Exchange Agreement" between
National Properties Investment Trust and the New REIT, which
agreement had been approved by
the Trustees of the Trust in August, 1997 for the sale of the Lake
Mary property and approve
certain amendments to the Restated Declaration of Trust of National
Properties Investment Trust,
and both proposals were approved by a majority of the shareholders
of the Trust. 499,097 of the
747,553 shares entitled to vote at such meeting approved the
transaction proposal, with 13,219
opposed and 10,624 abstaining.
An annual meeting of the shareholders was not held during 1997. The
Declaration of Trust of
National Properties Investment Trust requires an annual meeting to
be held within six months of
the Trust's year end.
The annual meeting of shareholders was held May 29, 1998 and the
shareholders of the Trust
reelected the Trustees of the Trust and voted to amend the
Declaration of Trust and ratify the
following: In accordance with the Declaration of Trust, the
Trustees have approved amending
the Trusts Declaration of Trust, to the following effect, and
recommend that the Shareholders
approve and ratify the same: (i) to confirm self-management of the
Trust by the Trustees, and the
Managing Trustee and such officers as the Trustees may appoint
acting under their direction, (ii)
to substitute for provisions contemplating a finite life of the
Trust and self-liquidation upon sale
of the Trust's last real estate asset, provision for perpetual life
of the Trust until terminated by
action of a majority in interest of the Shareholders, and (iii) to
broaden the Trust's investment
guidelines and remove certain investment restrictions in order to
give the Trustees greater
flexibility in managing the Trust's remaining assets for maximum
realization of value in the
Trust, subject always to the purpose of the Trust to operate so as
to qualify as a real estate
investment trust within the meaning of the Internal Revenue Code.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Trust was engaged in a public offering through April 30, 1987.
The Trust has the authority
to issue unlimited number of shares of Beneficial Interest, without
par value. There is no
established public trading market for the Trust's shares. The Trust
had 1,664 shareholders of
record at December 31, 1999.
The Trusts old CUSIP number was 763-077-104 and its new CUSIP number
is 637-255-100.
On December 31, 1997, the Trust, sold its sole real estate asset
(the "Property") to a newly
formed real estate investment trust company, Philips International
Realty Corp., a Maryland
corporation ("New REIT"), in exchange for 32,000 shares of the
common stock of the 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"). Soon after the issuance of the New REIT stock, the
stock split 1.706 to 1 and the
shares were issued on May 8, 1998. The New REIT indirectly owns 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 747,553 shares entitled to vote at such meeting
approved the transaction proposal,
with 13,219 opposed and 10,624 abstaining.
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 $2,161,940, resulting
in a gain of $1,106,368. 3,744 shares of the New REIT Common Stock
were distributed to the
Trust shareholders on December 31, 1997 and approximately 20,256 of
such shares were
distributed to the Trust shareholders on January 7, 1998
(representing in the aggregate not less
than 75% of the Common Stock received by the Trust). The remaining
8,000 shares were
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 New REIT stock split
1.706 to 1 and the Trust was issued a total of 13,648 on May 8,
1998. The Trust is contingently
liable on the first mortgage.
The Trust during 1998, has sold all 13,648 shares that it owned in
Philips International Realty
Corp. The Trust received gross proceeds of $221,480 and had
realized losses of $178,520.
Substantially all of the Trust's assets were held as cash as of
December 31, 1998. The Trust
does not currently own any operating assets. The Trust is
contractually bound to operate for one
year until December 31, 1998. The Trustees of the Trust are
investigating new properties as
possible acquisitions for the Trust. Very preliminary negotiations
are currently underway with a
potential merger candidate. Should the Trust be unable to acquire a
new property(ies) by the end
of 1999, the Trustees will evaluate their options as to the best
course of action for the Trust and
will liquidate the Trust if it were to lose its REIT status.
The Trust declared and paid cash distributions on a monthly basis
from February 1986 through
September 1988. On April 11, 1989, the Trustees voted to suspend
the quarterly shareholders'
dividend indefinitely, effective with the scheduled distribution for
the first quarter of 1989. This
decision was predicated upon the desire to direct all available
funds into property operations. A
one-time dividend was declared in January 1996, paid in February
1996, payable to shareholders
of record as of September 30, 1995, of $0.05 per share. This
dividend was a return of capital to
the shareholders. The dividend was declared by the sole vote of the
Managing Trustee (See Item
13 - Certain Relationships and Related Transactions). The Trust
declared and paid a property
dividend on December 31, 1997, payable to the shareholders of record
as of December 4, 1997,
of 3,744 shares Philips International Realty Corp. common stock.
The dividend had an
approximate value of $0.25 per share. The Trust declared and paid
a property dividend on
January 7, 1998, payable to the shareholders of record as of
December 4, 1997, of 20,256 shares
Philips International Realty Corp. common stock. The dividend had
an approximate value of
$1.35 per share.
The Trust has made for prior years, and intends to make for 1999, 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. Dividends to shareholders
will be taxable dividends to the
extent the Trust has taxable income. Dividends in excess of taxable
income will be a return of
capital to the shareholders.
ITEM 6. SELECTED FINANCIAL DATA.
The following table summarizes certain selected financial data for
the Trust for the years ended
December 31, 1999, 1998, 1997, 1996 and 1995, and should be read in
conjunction with the
accompanying financial statements.
Statement of Operations:
1999
1998
1997
1996
1995
Gross Rental Income
$ -
$ -
$ 350,302
$ 340,768
$ 311,383
Net Income (Loss) From
Property Operations
- -
- -
(39,765)
(20,187)
32,192
Interest & Dividend Income
2,411
3,565
656
1,589
1,260
Gain (Loss) Due to
Disposition of Assets &
Loss Revenue (3) (4)
- -
(223,966)
1,106,368
- -
- -
Net Income (Loss)
(26,837)
(220,401)
1,067,259
(18,598)
33,452
Per Share Data:
Net Income (Loss) (1)
(.04)
(0.30)
1.45
(0.03)
0.05
Distributions Declared
- -
1.35
0.25
0.05
0.00
Weighted Average Number
of Shares of Beneficial
Interest Outstanding (1)
747,528
747,528
735,288
718,496
718,649
Balance Sheet:
Total Assets (2&3)
62,593
102,818
1,452,115
1,050,867
1,102,288
Mortgage Loans Payable
(2&3)
- -
- -
- -
571,258
598,353
Shareholder's Equity
61,112
87,980
1,321,964
405,681
460,618
(1) Earnings (Loss) per Share of Beneficial Interest are computed
based on the weighted
average number of Shares of Beneficial Interest outstanding during
the period.
(2) On October 26, 1995, the Trust borrowed $600,000 to extinguish
the mortgage payable,
make capital and tenant improvements, pay delinquent real estate
taxes, accumulate
working capital and to provide funds to pay a one-time dividend.
The Shoppes at Lake
Mary were pledged as collateral for this loan
(3) On December 31, 1997, the Trust sold its sole remaining real
property in exchange for
32,000 shares of Philips International Realty Corp. common stock and
the assumption of
the 1st mortgage of $546,940.
.
(4) The loss for 1998 is comprised of a loss from discontinued
operations of $47,628 and a
loss from the sale of investments of $178,520.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources
At December 31, 1999, the Trust has cash of approximately $60,564,
which is comprised almost
entirely of proceeds from the sale of investments.
On December 31, 1997, the Trust, sold its sole real estate asset
(the "Property") to a newly
formed real estate investment trust company, Philips International
Realty Corp., a Maryland
corporation ("New REIT"), in exchange for 32,000 shares of the
common stock of the 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"). Soon after the issuance of the New REIT stock, the
stock split 1.706 to 1 and the
shares were issued on May 8, 1998. The New REIT indirectly owns 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.
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 $2,161,940, resulting
in a gain of $1,106,368. 3,744 shares of the New REIT Common Stock
were distributed to the
Trust shareholders on December 31, 1997 and approximately 20,256 of
such shares were
distributed to the Trust shareholders on January 7, 1998
(representing in the aggregate not less
than 75% of the Common Stock received by the Trust). The remaining
8,000 shares were
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 New REIT stock split
1.706 to 1 and the Trust was issued a total of 13,648 on May 8,
1998. The Trust is contingently
liable on the first mortgage.
The Trust during 1998, has sold all 13,648 shares that it owned in
philips international Realty
Corp. The Trust received gross proceeds of $221,480 and had
realized losses of $178,520.
Substantially all of the Trust's assets were held as cash as of
December 31, 1998. The Trust
does not currently own any operating assets. The Trust is
contractually bound to operate for one
year until December 31, 1998. The Trustees of the Trust are
investigating new properties as
possible acquisitions for the Trust. Very preliminary negotiations
are currently underway with a
potential merger candidate. Should the Trust be unable to acquire a
new property(ies) by the end
of 2000, the Trustees will evaluate their options as to the best
course of action for the Trust and
will liquidate the Trust if it were to lose its REIT status.
The principal assets of the Trust consists of cash.
Results of Operations
Year Ended December 31, 1999 compared to Year Ended December 31,
1998
For the year ended December 31, 1999, the Trust reported no income
or loss from operations.
The Trust sold its sole remaining operating asset on December 31,
1997. During 1999, the Trust
incurred $29,248 in general and administrative expenses incurred in
administering the Trust and
for searching for new merger candidates.
Year Ended December 31, 1998 compared to Year Ended December 31,
1997
For the year ended December 31, 1998, the Trust reported no income
or loss from operations.
The Trust sold its sole remaining operating asset on December 31,
1997. During 1998, the Trust
incurred $45,446 in general and administrative expenses incurred in
administering the Trust and
for searching for new merger candidates. The Trust sold its
remaining interest in Philips
International Realty Corp. and had realized losses from the sale of
investments of $178,520.
Year Ended December 31, 1997 compared to Year Ended December 31,
1996
For the year ended December 31, 1997, the Trust reported a net loss
from property operations of
$39,765, as compared to net loss from property operations of
$20,187 for the year ended
December 31, 1996. Significant variances from 1996 are as follows;
the increase in gross rental
income for the year ended December 31, 1997 is the result of
decreases in vacancies resulting in
an increase of gross rental of $5,641 and rent escalations resulting
in an increase of gross rental
income of $10,586 and a decrease in gross rental income due to rent
concessions of $6,693.
Rental expenses increased by $23,774 for the year ended December 31,
1997 as a result of the
write-off of the remaining balance of capitalized loan origination
costs of $7,478, increase in
depreciation of $4,133 as a result of the new sewer construction and
improvements, an increase
in property taxes of $7,104 over the prior year, and the write-off
of the remaining balance of
capitalized leasing commissions of $5,531. General and
administrative expenses increased by
$5,338 for the year ended December 31, 1997 over the year ended
December 31, 1996 due to
increases in expenses related to the Trust's preparation for the
proposed sale of $3,831, decreases
in travel and entertainment of $3,571, and increases in health
insurance premiums of $6,095.
Also, the Trust had net income of $1,067,259 for the year ended
December 31, 1997, compared
to a net loss of $18,598 for the year ended December 31, 1996. The
increase is the result of a
gain on the sale of real estate of $1,106,368 on December 31, 1997.
On December 31, 1997, 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
plus the assumption of its first mortgage. The total selling price
was $2,161,940, resulting in a
gain of $ 1,106,368. 3,744 shares of the New REIT Common Stock were
distributed to the Trust
shareholders on December 31, 1997 and approximately 20,256 of such
shares were distributed to
the Trust shareholders on January 7, 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 Trust's sole remaining substantial asset is an interest in
Philips International Realty Corp.
The Trust does not currently own any operating assets. The Trust
is contractually bound to
operate for one year until December 31, 1998. The Trustees of the
Trust plan to investigate new
properties as possible acquisitions for the Trust. No potential
properties are currently under
investigation. Should the Trust be unable to acquire a new
property(ies) by the end of 1998, the
Trustees will evaluate their options as to the best course of action
for the Trust.
Currently, there is no agreement with regards to compensation of the
Managing Trustee (See
Item 13 - Certain Relationships and Related Transactions) and
compensation paid to the
Managing Trustee was $48,000 for the year ended December 31, 1997.
Year Ended December 31, 1996 compared to Year Ended December 31,
1995
For the year ended December 31, 1996, the Trust reported a net loss
from property operations of
$20,187, as compared to net income from property operations of
$32,192 for the year ended
December 31, 1995. Significant variances from 1995 are as follows;
repairs and maintenance
expenses were higher due to repairs to the sprinkler system, septic
system and air conditioning
systems; interest expense increased due to the refinancing and
additional borrowing on October
25, 1995; property management costs increased due to a monthly
Trustee fee paid to the
Managing Trustee as a result of the conversion of the REIT to a
self-managed REIT; Telephone
expenses increased due to increased contact with shareholders,
contact with contractors in
Florida, and contacts by the Managing Trustee when he is traveling;
and revenues increased due
to increased occupancy and rent escalations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
NATIONAL PROPERTIES INVESTMENT TRUST
INDEX
Independent Auditors' Reports
Comparative Balance Sheet as of December 31, 1999 and 1998
Comparative Statement of Operations for the Years Ended
December 31, 1999, 1998 and
1997
Comparative Statement of Changes in Shareholders' Equity for
the Years Ended December
31, 1999, 1998 and 1997
Comparative Statement of Cash Flows for the Years Ended
December 31, 1999, 1998 and
1997
Comparative Schedule of Rental Expenses for the Years Ended
December 31, 1999, 1998
and 1997
Notes to the Financial Statements
Supplemental Financial Statement Schedules:
None
_______________
Schedules Not Filed:
All schedules except, those indicated above, have been omitted
because either the
required information is not applicable or the information is shown
in the financial
statements or notes thereto.
Trustees
National Properties Investment Trust
P.O. Box 148
Canton Center, Connecticut 06020
We have compiled the accompanying balance sheet of National
Properties Investment Trust as of
December 31, 1999, and the related statements of operations, changes
in shareholders' equity,
and cash flows for the year then ended, in accordance with
Statements on Standards for
Accounting and Review Services issued by the American Institute of
Certified Public
Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the
representation of management. We have not audited or reviewed the
accompanying 1999
financial statements and, accordingly, do not express an opinion or
any other form of assurance
on them.
The financial statements for the years ended 1998 and 1997, were
audited by us and we
expressed an unqualified opinion on them in our report dated March
12, 1999, but we have not
performed any auditing procedures since that date.
The accompanying financial statements have been prepared assuming
that the Trust will continue
as a going concern. As described in Note 1 and Note 6 to the
financial statements, the Trust has
sold its remaining operating assets, which raise substantial doubt
its ability to continue as a going
concern. Management's plans regarding those matters are also
described in Note 6. The
financial statements do not include any adjustments that might
result from the outcome of this
uncertainty.
March 24, 2000
Respectfully submitted,
BERNARDI & COMPANY, LLC
Certified Public Accountants
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE BALANCE SHEET
December 31,
1999 1998
(Compiled) (Audited)
Restated
ASSETS:
Investments in personal property $ 2,029 $ 3,158
Cash and cash equivalents 60,564 98,523
Receivable from employee - 1,137
-------- --------
TOTAL ASSETS $62,593 $ 102,818
====== ========
LIABILITIES:
Accounts payable $875 $ 5,657
Due to shareholders 606 606
Prepaid rent - 8,575
Total Liabilities 1,481 14,838
SHAREHOLDERS' EQUITY:
Shares of beneficial interest, no par value, unlimited
authorization, shares issued and outstanding were
747,502 in 1999 and 747,553 in 1998 11,790,376 11,790,407
Accumulated deficit ( 11,729,264( 11,702,427)
Total Shareholders' Equity 61,112 87,980
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 62,593 $ 102,818
========== ==========
See Accompanying Notes
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF OPERATIONS
For the Years Ended December 31,
1999 1998 1997
(Compiled(Audited(Audited)
Restated
INCOME (LOSS) FROM OPERATIONS OF DISCONTINUED
LAKE MARY REAL ESTATE:
Gross rental income $ - $ - 350,302
Rental expenses - - ( 265,552)
General and administrative expenses ( 29,248)( 45,446) (124,515)
Net Income (Loss) from Property Operations ( 29,24( 45,446) (39,765)
OTHER INCOME (EXPENSE):
Interest income 2,290 18 656
Dividend income 121 3,547 -
Loss on sale of investments -( 178,520) -
Total Other Income (Expense) 2,411 ( 174,955) 656
GAIN ON DISPOSAL OF LAKE MARY REAL ESTATE (LESS
APPLICABLE INCOME TAXES OF $15,609) - - 1,106,368
NET INCOME (LOSS) $ ( 26,837)$( 220,401)1,067,259
INCOME (LOSS) PER SHARE OF BENEFICIAL INTEREST $ ( 0.04) $( 0.30) 1.45
AVERAGE NUMBER OF SHARES OF BENEFICIAL
INTEREST 747,528 747,528 735,288
See Accompanying Notes
<TABLE>
<CAPTION>
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Year Ended December 31,
<S> <C> <C> <C>
1999 1998 1997
(Compiled) (Audited)
(Audited)
Shares Amount Shares Amount Shares Amount
SHARES OF BENEFICIAL INTEREST
bal - January 1,747,553$ 11,790,407 718,496$ 11,791,190 718,496 11,754,966
Shares issued 14,176 1,772 30,416 3,478 30,416 36,900
Redemption shares(14,424) (1,803)( 1,185)( 4,261)( 1,185)( 676)
Corrections of errors 197 - (174) - ( 174) -
Balance - December 31,747,502$11,790,376747,553$ 11,790,407 747,55$11,791,190
ACCUMULATED DEFICIT
Balance - January 1, $ ( 11,702,427) $ (10,469,226) $ (11,349
Net income (loss) ( 26,837) ( 220,401) 1,067,259
Dividends paid - ( 1,012,800) ( 187,200)
Balance - December 31, $ ( 11,729,264) ( 11,702,427)$(10,469,226)
See Accompanying Notes
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
For the years ended December 31
1999 1998 1997
(Compiled) (Audited)(Audited)
Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(26,837)$(220,401) $1,067,259
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Depreciation and amortization 1,129 1,129 62,510
(Gain) loss on sale of asset - 178,520 (1,106,368)
Changes in Assets and Liabilities:
Receivables 1,137 177 16,934
Prepaid expenses - - 21,019
Deposits - 1,543 617
Accounts payable (4,782) ( 10,489) (1,161)
Accrued expenses - ( 13,427)( 35,800)
Due to shareholders - 606 -
Prepaid rent and security deposits (8,575 - (12,246)
Total Adjustments (11,091 158,059(1,054,495)
Net Cash Provided By (Used In) Operating Activi(37,928)( 64,524) 12,764
CASH FLOWS FROM INVESTING ACTIVITIES:
Closing costs paid on the sale of assets - - ( 10,000)
Proceeds from sale of investments - 221,480 -
Purchase of personal property - - (131,723)
Net Cash Flows Provided By (Used In) Investing - 221,480( 141,723)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt - ( 89,821( 24,318)
Proceeds from the issuance of shares 1,772 3,478 36,900
Redemption of shares (1,803) (4,261)( 676)
Proceeds from note - - 104,821
Net Cash Provided by (Used In) Financing Activi( 31) ( 90,604) 116,727
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (37,959) 66,352 (12,232)
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 98,523 32,171 44,403
CASH, END OF YEAR $60,564 $ 98,523 $32,171
See Accompanying Notes
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE SCHEDULE OF RENTAL EXPENSES
For the Years Ended December 31,
1999 1998 1997
(Compiled)(Audited)(Audited)
RENTAL EXPENSES:
Promotion and administration $ - $ - $ 23,50
Leasing commissions - - 18,24
Utilities - - 23,71
Maintenance and repair - - 22,87
Insurance - - 12,67
Property taxes - - 43,00
Interest expense and late charges - - 59,03
Amortization - - 16,45
Depreciation - - 46,05
Total Rental Expenses $ - $ - $ 265,552
See Accompanying Notes
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.
On December 31, 1997, the Trust, sold its sole real estate asset
(the "Property") to a
newly formed real estate investment trust company, Philips
International Realty
Corp., a Maryland corporation ("New REIT"), in exchange for 32,000
shares of the
common stock of the 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").
Soon after the issuance of the New REIT stock, the stock split 1.706
to 1 and the
shares were issued on May 8, 1998. The New REIT indirectly owns 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.
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 $2,161,940, resulting in a gain of $1,106,368. 3,744 shares of
the New REIT
Common Stock were distributed to the Trust shareholders on December
31, 1997 and
approximately 20,256 of such shares were distributed to the Trust
shareholders on
January 7, 1998 (representing in the aggregate not less than 75% of
the Common
Stock received by the Trust). The remaining 8,000 shares were
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 New REIT
stock split 1.706
to 1 and the Trust was issued a total of 13,648 on May 8, 1998. The
Trust is
contingently liable on the first mortgage.
NOTE 1 - Organization and Summary of Accounting Policies:
(Continued)
B. Method of Accounting:
The financial statements of the Trust have been prepared on the
accrual basis of
accounting.
C. 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.
D. Income Taxes:
The Trust has made for prior years, and intends to make for 1999, 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 December 31,
1999, 1998 and 1997. However, the Trust is subject to state income
taxes, where
applicable.
E. Real Estate Assets and Depreciation:
On January 1, 1996, the Company adopted the provisions 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."
The statement
requires impairment losses to be recognized 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
assets, 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.
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. Adoption of this standard did not have a
material impact
on the Company's financial position or results of operations.
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. The only
property owned by the
Trust was written down to its realizable value at December 31, 1991.
NOTE 1 - Organization and Summary of Accounting Policies:
(Continued)
F. 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.
G. 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 paid the Managing Trustee $0, $0 and $48,000 as
compensation for
managing the Trust property for the years ended December 31, 1999,
1998 and 1997,
respectively. In addition, Effective in November 1995, the Trust
offices are located at
premises owned by the Managing Trustee. No rent was charged to the
Trust in 1999,
1998 and 1997, however, the Trust paid utility bills for the office
of $780 in 1999,
$845 in 1998 and $2,325 in 1997.
In 1999 and 1998, the Trust paid health insurance premiums of
$8,090 and
$13,221 on behalf of two Trustees, respectively. The Trust paid
$315 and $9,667 to a
credit card account of the Managing Trustee for reimbursement of
Trust expenses
during 1999 and 1998, respectively. In 1997 the Trust reimbursed
two Trustees
$3,391 for travel expenses. In 1998, the Trust overpaid the
Managing Trustee $1,139
for reimbursements of expenses, which will be repaid to the Trust
and is reflected as a
receivable from employee.
On March 3, 1997, the Trust issued 30,416 shares of beneficial
interest to a Profit
Sharing Retirement Plan for the benefit of a Trustee of the Trust.
The shares were
issued for $1.2132 per share, totaling $36,900.
As part of their compensation for their involvement in the sale of
the real estate by
the Trust to Philips International Realty Corp., two Trustees
received a total of 5,000
shares of Philips International Realty corp. common stock, valued at
$250,000. In
addition the two Trustees received warrants to purchase an
additional 8,000 shares of
Philips International Realty Corp. common stock.
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 Personal Property:
All of the Trust's property are recorded at historical cost.
On December 31, 1997, National Properties Investment Trust, sold its
sole real
estate asset to a newly formed real estate investment trust company,
the Philips
International Realty Corp., a Maryland corporation.
The Trust's property and equipment are as follows:
NOTE 5 - Correction of Error:
The accrued expenses and general and administrative expenses
were overstated
$2,182 in 1998. Accordingly, the accrual and related expense have
been adjusted to
reflect the correct expense.
NOTE 6- Going Concern:
The Trust during 1998, has sold all 13,648 shares that it owned in
Philips
International Realty Corp. The Trust received gross proceeds of
$221,480 and had
realized losses of $178,520. Substantially all of the Trust's
assets were held as cash
as of December 31, 1999. The Trust does not currently own any
operating assets.
The Trust was contractually bound to operate for one year until
December 31, 1998.
The Trustees of the Trust are investigating new properties as
possible acquisitions for
the Trust. Very preliminary negotiations are currently underway with
a potential
merger candidate. Should the Trust be unable to acquire a new
property(ies) by the
end of 2000, the Trustees will evaluate their options as to the best
course of action for
the Trust and will liquidate the Trust if it were to lose its REIT
status.
NOTE 7- Sale of Lake Mary Property:
On December 31, 1997, the Trust exchanged its sole real estate
holding for 32,000
shares of the Common Stock of New REIT, valued at $1,600,000 plus
the assumption
of its first mortgage. The total selling price was $2,161,940,
resulting in a gain of
$1,106,368. The Trust remains contingently liable on the first
mortgage.
The value of the Philips International Realty Corp. stock and the
value of the Lake
Mary real property were determined based upon the opinions of the
each parties
financial advisors. The relative valuations of the Partnership
Properties, and the
Trust's Property, were considered independently by the Philips Group
and the Trust,
and negotiated on an arm's-length basis. The Trust and the Philips
Group are not
related parties and retained separate legal counsel and financial
advisors. The terms of
the Contribution and Exchange Agreement were the result of lengthy
negotiations.
However, no third-party appraisals of the Properties or any other
assets were used to
value such property for purposes of the Transaction.
Accordingly, no assurance can be given that the valuation of Philips
International
Realty Corp. implied by the market capitalization of Philips
International Realty
Corp. does not exceed the aggregate value of the Properties that
might have been
obtained from an independent appraisal, or that the common stock
received by the
Trust in the Transactions reflects the fair value of the Trust's
Property.
NOTE 8- Dividends Paid to Shareholders:
The Trust declared and paid cash dividends on a monthly basis from
February
1986 through September 1988. On April 11, 1989, the Trustees voted
to suspend the
quarterly shareholders' dividend effective with the scheduled
distribution for the first
quarter of 1989.
A one-time dividend was declared in January 1996, paid in February
1996, and
payable to shareholders of record as of September 30, 1995, of $0.05
per share. This
dividend was a return of capital to the shareholders. The dividend
was declared by
the sole vote of the Managing Trustee.
A specific date of re-establishment of the quarterly shareholders'
dividend has not
yet been determined. Distributions made by the Trust are at the
discretion of the
Trustees. Future distributions, if any, will be dependent upon the
earnings and cash
flow of the Trust, its financial condition and other relevant
factors.
Dividends declared per share, are based upon the actual number of
shares
outstanding on the date of declaration and not upon the weighted
average number of
shares outstanding during the period used in computing earnings per
share.
NOTE 8- Dividends Paid to Shareholders: (Continued)
The Trust declared a property dividend of 3,744 shares of the New
REIT common
stock distributed to the Trust shareholders on December 31, 1997 to
the shareholders
of record on December 4, 1997 and declared a property dividend of
20,256 of such
shares distributed to the Trust shareholders on January 7, 1998 to
the shareholders of
record on December 4, 1997 (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.
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 September 30,
1997, no officers of
the Trust have been appointed to oversee the management of the
Trust.
NOTE 9- Contingencies: (Continued)
In July 1993, the then trustees of Trust amended the Declaration of
Trust, without
seeking or obtaining shareholder approval, to, among other things,
create an open-end
trust such that National would have an infinite life. Since the date
of such
amendment, National and its trustees have been acting at all times
in a manner
consistent with such infinite life status. Although the current
Trustees believe that
such trustees acted within their discretionary authority under the
original Declaration
of Trusts in effecting such amendment without seeking shareholder
approval and that
such amendment was properly adopted, there can be no assurance that
one or more
shareholders of the Trust will not challenge the validity of such
amendment premised
upon the need for such shareholder approval under the terms of the
original
Declaration of Trust or seek damages for breach of the contractual
provisions of the
original Declaration of Trust. If such a challenge was successfully
brought, Trust may
be required to obtain shareholder approval of such amendment in
order to maintain its
infinite life status (as opposed to liquidating one year after the
completion of the
Formation Transactions), and there can be no assurances that such
shareholder
approval, if required, would be obtained.
A lawsuit has been brought by a successor of the former Advisor
("Former
Advisor") in the State of Connecticut against the Trust, Peter Stein
(the Managing
Trustee of the Trust) individually, and First Investment Properties,
Inc. (a former
Advisor of the Trust) for $105,000 plus interest, costs and
attorney's fees. The suit
contends that the Trust assumed and ratified the contract between
First Investment
Properties, Inc., which succeeded the Former Advisor as Advisor.
The Trust
contends it was never party to the contract and intends to
vigorously defend these
actions which it considers groundless. The ultimate resolution of
these matters is not
ascertainable at this time. No provision has been made in the
financial statements
related to these claims. The suit is currently in the discovery
phase and has not been
set to go to trial.
Management is unable to determine the effects the above events will
have on the
financial condition of the Trust, if any.
NOTE 9- Supplemental Disclosure of Cash Flow Information:
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
NONE
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Trustees collectively have ultimate control over the management
of the Trust and the
conduct of its affairs. Peter Stein, the Managing Trustee, (See
Item 13 - Certain Relationships
and Related Transactions) administers the day-to-day operations of
the Trust.
Under the Declaration of Trust, the Trustees or their nominees hold
legal title to the property of
the Trust. Independent Trustees will at all times comprise a
majority of the Trustees in office.
The Trustees serve for a term of one year or until their successors
are elected and qualified.
Trustees were re-elected at the annual meeting. The Declaration of
Trust calls for a minimum of
three Trustees, and a majority of the Trustees must be independent
Trustees. Should a trustee
resign and there are less than three trustees, then the Trust may
operate as if it has the required
minimum Trustees until a new Trustee is appointed, which shall be
done within sixty days. A
Trustee may be removed with cause by all the remaining Trustees, or
with or without cause by
the holders of a majority of the outstanding Shares. The
independent Trustees do not serve the
Trust on a full-time basis and will devote only so much of their
time to the Trust as is necessary
or required for the conduct of the Trust's business. Each of the
independent Trustees has, and
will continue to have, a principal occupation and/or source of
income other than that of the Trust
and it is contemplated that they will not devote a substantial
portion of their time to the discharge
of their duties as Trustees.
The Trustees are as follows:
PETER M. STEIN
Mr. Stein, who is 47 years old, has a 25-year involvement in
investment real estate, being
involved in over 55 investment programs. Mr. Stein has directed his
own firm since graduating
from Lafayette College in 1973. As Managing Trustee (See Item 13 -
Certain Relationships and
Related Transactions) of the Trust, Mr. Stein oversees the
administration of the Trust, and as
such, is empowered to implement the intentions of the Trustees.
JAY GOLDMAN
Jay Goldman, a lawyer in Boston, Massachusetts, received a B.A. from
Lake Forrest College, a
J.D. from Boston University Law School, and a L.L.M. (Taxation) from
Boston University Law
School. He has extensive experience in various segments of the real
estate industry including
development, finance, and tax related syndications.
In addition to his decades of real estate experience, Mr. Goldman
has been involved in a broad
range of investment banking and financial advisory services for
principals and joint venture
partners, including such services for start up and emerging
companies. Mr. Goldman has also
been active in international merchant banking transactions.
ROBERT H. REIBSTEIN
Robert H. Reibstein graduated from Boston University with a B.A. in
Economics in 1978 and a
Masters in Business Administration with a concentration in Finance
in 1984. He began working
in the real estate industry in 1984, acquiring commercial and multi-
family properties for growth
and income syndication funds. Since 1988, Mr. Reibstein has
provided consulting and advisory
services to private and institutional real estate companies and
pension funds. Currently, he is
involved with analysis and valuation of commercial debt and equity
portfolios for portfolio
management purposes. Mr. Reibstein is experienced in structuring
portfolios and managing the
due diligence process for commercial mortgage backed security
transactions.
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. (See Item 13 - Certain
Relationships and Related
Transactions).
ITEM 11. EXECUTIVE COMPENSATION.
Under the Declaration of Trust, the Independent Trustees are
entitled to receive reasonable
compensation for their services as Trustees (See Item 13 - Certain
Relationships and Related
Transactions). In addition, the Trust will reimburse the Trustees
(including those who are
affiliates) for travel and other expenses incurred in connection
with their duties as Trustees.
The Managing Trustee was not paid in 1999 for managing the Trust's
property. However, the
Trust paid health insurance premiums of $8,090 on behalf of two
Trustees.
Management does not anticipate any management fees or other trustee
fees to be paid to any
trustee unless the Trust is able to acquire new real property.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
To the best knowledge of the Trust, on March 15, 2000, two
shareholders of record owned more
than five percent of its Shares of Beneficial Interest. The
following Trustees hold shares of
beneficial interest of the Trust.
Name of Amount and Nature
Beneficial Of Beneficial
Percentage
Owner Ownership
Ownership
Gretchen Stein 54,124.77 Shares
7.2%
Peter Stein Indirectly - 54,124.77 Shares 7.2%
(same shares as above)
Jay Goldman Indirectly - 58,693.68 Shares
7.8%
Robert R. Reibstein 4,003.00 Shares
0.5%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Trust paid the Managing Trustee $0, $0 and $48,000 as
compensation for managing the
Trust property for the years ended December 31, 1999, 1998 and 1997,
respectively. In addition,
Effective in November 1995, the Trust offices are located at
premises owned by the Managing
Trustee. No rent was charged to the Trust in 1999, 1998 and 1997,
however, the Trust paid
utility bills for the office of $780 in 1999, $845 in 1998 and
$2,325 in 1997.
In 1999 and 1998, the Trust paid health insurance premiums of
$8,090 and $13,221 on behalf of
two Trustees, respectively. The Trust paid $315 and $9,667 to a
credit card account of the
Managing Trustee for reimbursement of Trust expenses during 1999 and
1998, respectively. In
1997 the Trust reimbursed two Trustees $3,391 for travel expenses.
In 1998, the Trust overpaid
the Managing Trustee $1,139 for reimbursements of expenses, which
will be repaid to the Trust
and is reflected as a receivable from employee.
Jay Goldman was elected by the shareholders of the Trust as a
Trustee of the Trust on June 25,
1996 at a Special Meeting of the shareholders.
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.
George Knude, a Trustee, resigned on November 13, 1995. A successor
Trustee was appointed
June 25, 1996.
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 September 30, 1997, no officers of the Trust have been
appointed to oversee the
management of the Trust.
On March 3, 1997, the Trust issued 30,416 shares of beneficial
interest to a Profit Sharing
Retirement Plan for the benefit of a Trustee of the Trust. The
shares were issued for $1.2132 per
share, totaling $36,900.
As part of their compensation for their involvement in the sale of
the real estate by the Trust to
Philips International Realty Corp., two Trustees received a total of
5,000 shares of Philips
International Realty Corp. common stock, valued at $250,000. In
addition, the two Trustees
received warrants to purchase an additional 8,000 shares of Philips
International Realty Corp.
common stock.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) The following documents are enclosed:
(1) Financial Statements (See index to financial
statements filed as part of Item 8).
(2) Supplemental Financial Statement Schedules (See index to
financial statements
filed as part of Item 8).
(3) Exhibits:
3.1 Amended and Restated Declaration of Trust of the
Registrant (Exhibit 3.1
to Amendment No. 2 Filed on April 10, 1985 to the Registrant's
Registration
Statement on Form S-ll, File No. 2-95449, is incorporated herein by
reference).
3.2. Trustee's Regulations of the Registrant (Exhibit 3.2
to Amendment No. 1
filed on March 14, 1985, to the Registrant's Registration Statement
on Form S-ll,
File No. 2-95449, is incorporated herein by reference).
10.1 Advisory Agreement between the Registrant and First
Investment
Properties, Inc. (Exhibit 10.1 to Amendment No. 2 filed on August 3,
1993 to the
Registrant's Registration Statement on Form S-ll, File No. 2-95449,
incorporated
herein by reference).
10.2 Dividend Reinvestment Plan (Exhibit 10.2 to Amendment
No. 2 filed on
April 10, 1985 to the Registrant's Registration Statement on Form S-
ll, file No. 2-
95449, is incorporated herein by reference).
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 September 30, 1997.
The Trust filed a Form 10-Q/A, Amendment No. 2 to the Quarterly
Report
pursuant to Section 13 or 15(d) of the Securities and Exchange Act
of 1934 for the
quarter ended September 30, 1997.
(b) The following Reports on Form 8-K ("Reports") were filed
during the last quarter of the
fiscal period.
None.
Signatures
Pursuant to the requirements of Section 13 of 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: __________________________________
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
Managing Trustee
Peter M. Stein
Trustee
Jay Goldman
Trustee
Robert Reibstein
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
NATIONAL PROPERTIES INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
</TABLE>
