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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 8, 1999
NEW PLAN EXCEL REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
MARYLAND 1-12244 33-0160389
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification Number)
of Incorporation)
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code: (212) 869-3000
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
Reference is made to the Rights Agreement (the "Rights Agreement"),
dated as of May 15, 1998, between New Plan Excel Realty Trust, Inc. (formerly
known as Excel Realty Trust, Inc.) (the "Company" or the "Registrant") and
BankBoston, N.A. (the "Rights Agent"). The Company and the Rights Agent entered
into the First Amendment to Rights Agreement, dated as of February 8, 1999 (the
"Rights Amendment"). The Rights Amendment modifies the Rights Agreement (i) to
provide that the preferred share purchase rights (the "Rights") governed by the
Rights Agreement will expire on October 8, 2003 (rather than May 26, 2008),
unless earlier redeemed, exchanged or terminated, (ii) to delete the definition
of, and all references to, the term "Continuing Directors" throughout the Rights
Agreement, (iii) to provide that the purchase price for each one-thousandth
(1/1,000th) of a share of Series C Junior Participating Preferred Stock pursuant
to the exercise of a Right will be $45.00 (rather than $100.00), subject to
certain anti-dilution adjustments, (iv) to revise the type of merger or other
acquisition transactions the consummation of which will terminate the Rights,
and (v) to make certain other administrative changes.
The Rights Amendment is attached hereto as an exhibit and
incorporated herein by reference. The foregoing description of the Rights
Amendment is qualified by reference to such exhibit. The Rights Agreement
also is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
4.1 First Amendment to Rights Agreement, dated as of February 8, 1999,
between the Company and the Rights Agent, filed as Exhibit 4.1 to the Company's
Form 8-A/A, dated May 5, 1999 (No. 001-12244), and incorporated herein by this
reference.
4.2 Rights Agreement, dated as of May 15, 1998, between the Company and
the Rights Agent, which includes the form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as Exhibit C, filed as
Exhibit 4 to the Company's registration statement on Form 8-A dated May 19,
1998, and incorporated herein by this reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEW PLAN EXCEL REALTY TRUST, INC.
Dated: May 5, 1999 By:/s/ ARNOLD LAUBICH
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Arnold Laubich
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
4.1 First Amendment to Rights Agreement, dated as of February 8, 1999,
between the Company and the Rights Agent, filed as Exhibit 4.1 to the
Company's Form 8-A/A, dated May 5, 1999 (No. 001-12244), and
incorporated herein by this reference.
4.2 Rights Agreement, dated as of May 15, 1998, between the Company and
the Rights Agent, which includes the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Preferred Shares as
Exhibit C, filed as Exhibit 4 to the Company's registration statement
on Form 8-A dated May 19, 1998, and incorporated herein by this
reference.
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