SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 6, 1995
(Date of Report; Date of Earliest Event Reported)
PRUDENTIAL REALTY TRUST
(Exact Name of Registrant as specified in its Charter)
Massachusetts 1-8965 22-6400284
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
Prudential Plaza, Newark, New Jersey 07102
(Address of Principal Executive Offices) (Zip Code)
(201) 802-4302
(Registrant's telephone no., including area code)
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Item 1. Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Disposition of Maple Plaza I & II.
In furtherance of resolutions adopted by the Board
on June 2, 1995 to effect the liquidation and termination of
the Trust, on November 6, 1995 the Trust completed the sale
of its Maple Plaza I & II properties located in Parsippany,
New Jersey (the "Maple Plaza properties") to Equitable Real
Estate Investment Management, Inc., a Delaware corporation
(the "Buyer") for a sales price of $30 million, with net
proceeds to the Trust of $29.5 million. The Maple Plaza
properties consist of two office buildings. The purchase
price was determined by negotiation between the Trust and
the Buyer. The sale was completed pursuant to a Purchase
and Sale Agreement, dated August 11, 1995, between the Trust
and the Buyer, which Agreement was the subject of a current
report by the Trust on Form 8-K dated August 11, 1995 and
filed October 27, 1995. The sale was originally reported
on Form 8-K dated November 6, 1995 and filed November 8, 1995.
On November 8, 1995, the Trust also reported that it completed
the sale of all its real estate assets, and in accordance with
its plan of liquidation, the Trust will be terminated on
December 1, 1995. The share transfer books of the Trust will be
closed on November 16, 1995 and there will be no further trading
in Income Shares after that date. Trading in the Capital Shares
was suspended by the New York Stock Exchange on November 7, 1995.
The Trust also announced that a distribution in the amount of
$5.30 per Income Share will be made on December 1, 1995 to
Income Shareholders of record on November 16, 1995. No
distribution will be made to Capital Shareholders.
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The remaining assets and liabilities of the Trust will be
transferred on December 1, 1995 to a liquidating trust. The
Income Shareholders as of November 16, 1995 will be holders of
beneficial interests in the liquidating trust in proportion to
their former interests as Income Shareholders. Beneficial
Interests in the liquidating trust will not be transferrable,
except upon death by will or intestate succession or by
operation of law.
Items 3 and 4. Not Applicable.
Item 5. Not Applicable.
Item 6. Not Applicable.
Item 7. Financial Statements,
Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Pro Forma Balance Sheet as of June 30, 1995
Pro Forma Statement of Changes in Net Assets as of
June 30, 1995.
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Prudential Realty Trust
Pro Forma Balance Sheet
As of June 30, 1995
(Unaudited)
The following unaudited Balance Sheet has been presented as if (i) the Park
100 properties were sold on June 30, 1995; (ii) the Huntington Business
Campus properties were sold on June 30, 1995; (iii) The Maple Plaza
properties were sold on June 30, 1995; (iv) the Trust's loan payable and
related interest expense was paid off as of June 30, 1995, and (v) the
Trust adopted the liquidation basis of accounting as of June 30, 1995. The
pro forma adjustments reflect the elimination of the carrying amount of the
Park 100, Huntington Business Campus and Maple Plaza properties and related
assets and liabilities, the receipt of cash proceeds from the sales, the
elimination of the loan and interest payable, the effect of the adoption of
the liquidation basis of accounting on the Trust, and the impact on
Stockholders' Equity.
Pro Forma
Historical Adjustments Pro Forma
ASSETS
Real estate owned $69,523,975 (a) $(32,254,255) $ 0
(b) (13,107,924)
(c) (24,161,796)
Cash & cash equivalents 2,509,589 (e) 18,022,780 61,163,984
(f) 11,019,842
(g) 29,611,773
Accounts receivable 620,469 (h) 1,000,000 3,495,584
(a) (106,146)
(b) (61,685)
(i) 714,000
(j) 60,000
(k) 308,946
Prepaid expenses 239,455 (b) (214,572) 0
(d) (24,883)
Deferred rent receivable 2,523,701 (a) (162,695) 0
(b) (318,299)
(c) (2,042,707)
Deferred financing costs 56,250 (d) (56,250) 0
TOTAL ASSETS $75,473,439 $(11,773,871) $63,699,568
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Prudential Realty Trust
Pro Forma Balance Sheet
As of June 30, 1995
(Unaudited)
LIABILITIES & STOCKHOLDERS' EQUITY
Pro Forma
Historical Adjustments Pro Forma
Accounts payable and
accrued expenses $ 2,506,295 (a) $(72,598) $ 4,438,318
(b) 85,500
(c) 450,000
(i) 1,731,000
(e) (261,879)
Loans payable 18,062,123 (e) (18,062,123) 0
Due to Advisor 250,312 250,312
Security Deposits 405,046 (a) (197,466) 0
(b) (69,175)
(c) (138,405) 0
Other 97,651 (a) (96,246) 1,405
TOTAL LIABILITIES 21,321,427 (16,631,392) 4,690,035
Income Shares 89,080,000 89,080,000
Capital Shares 111,350 111,350
Additional paid
in capital 12,879,052 12,879,052
Distribution in excess
of net income (47,918,390) (a) $ 5,189,996 (43,060,869)
(b) (2,638,963)
(c) 3,404,621
(d) (81,133)
(i) (1,017,000)
TOTAL SHAREHOLDERS'
EQUITY $54,152,012 $ 4,857,521 $59,009,533
TOTAL LIABILITIES &
SHAREHOLDERS' EQUITY $75,473,439 $(10,813,871) $63,699,568
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Prudential Realty Trust
Pro Forma Balance Sheet
As of June 30, 1995
(Unaudited)
(a) Sale of Park 100 properties and elimination of related asset and
liability accounts.
(b) Sale of Huntington Business Campus properties and elimination of
related asset and liability accounts.
(c) Sale of Maple Plaza properties and elimination of related asset and
liability accounts.
(d) Adjust amounts to net realizable value under the liquidation basis
of accounting.
(e) Receipt of cash proceeds from sale of Park 100 properties net of
repayment of loans and related interest payable.
(f) Receipt of cash proceeds from sale of Huntington Business Campus.
(g) Receipt of cash proceeds from sale of Maple Plaza.
(h) Amount due November 1, 1995 from sale of Park 100.
(i) Adjust amounts to provide for expected net income of liquidating the
Trust until the expected date of disposition of Trust assets.
(j) Earnest money due from sale of Huntington Business Campus.
(k) Escrow due from sale of Maple Plaza.
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Prudential Realty Trust
Pro Forma Statement of Changes in Net Assets
(in process of liquidation)
(Unaudited)
Because the Trust has adopted the liquidation basis of accounting, a
Statement of Operations is not provided herein. However, a Pro Forma
Statement of Changes in Net Assets is provided as follows:
Net assets at June 30, 1995 - Historical $54,152,012
Gain on Sale of Park 100 5,189,996
Loss on Sale of Huntington Business Campus (2,638,963)
Gain on Sale of Maple Plaza 3,404,621
Adoption of Liquidation Basis of Accounting (81,133)
Expected Trust Net (loss) to expected date of
disposition of Trust Assets (1,017,000)
Pro Forma Net Assets in liquidation at June 30, 1995 $59,009,533
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: November 22, 1995
PRUDENTIAL REALTY TRUST
By: /s/ James W. McCarthy
Name: James W. McCarthy
Title: Vice President,
Comptroller and Principle
Accounting Officer
