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Filed pursuant to Rule 424(b)(3)
Registration No. 333-65211
PROSPECTUS
NEW PLAN EXCEL REALTY TRUST, INC.
10,000,000 SHARES OF COMMON STOCK
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
We have amended our Dividend Reinvestment and Share Purchase Plan. The amended
plan is described below.
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HIGHLIGHTS OF THE PLAN:
- - You can reinvest your dividends in additional shares of our common stock
and you can purchase additional shares of our common stock with optional
cash payments.
- - The purchase price for shares purchased through the plan will be 100% of
the market price, with New Plan Excel paying any applicable brokerage
commissions or sales fees. In the future, we may, in our sole discretion,
offer a discount of up to 5% of the market price (inclusive of any
applicable brokerage commissions or sales fees) on purchases of shares of
common stock under the plan. We may implement, change or discontinue any
discount as often as each quarter. If you wish to find out at any time
whether we are then offering a discount under the plan, you may call our
Corporate Communications Department at (212) 869-3000.
- - You pay for your shares by:
- automatically reinvesting all or a part of the dividends on your
shares of our common stock; or
- making optional cash payments of not less than $100 per investment or
more than $20,000 per quarter; or
- a combination of these payment methods.
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HOW TO ENROLL:
- - If you are already enrolled in the plan, then you do not need to do
anything, and you will continue to be enrolled in the plan.
- - If you are not enrolled in the plan, and you are a current stockholder of
New Plan Excel, then you can enroll in the plan by completing an
authorization form.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
Our common stock is listed on the New York Stock Exchange under the symbol
"NXL". Our principal executive offices are located at 1120 Avenue of the
Americas, New York, New York 10036; (212) 869-3000.
April 18, 2000
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SUMMARY OF THE PLAN
The following summary of our Dividend Reinvestment and Share Purchase
Plan may omit information that may be important to you. You should carefully
read the entire text of the plan contained in this prospectus, beginning on page
4, before you decide to participate.
ENROLLMENT: You may participate in the plan if you own shares of our
common stock, either in your own name or through a broker
or other nominee. If you hold shares in your own name, you
may enroll by submitting a completed authorization form.
You may obtain an authorization form from our dividend
reinvestment agent. If you hold your shares in "street
name" through a broker or other nominee, you will need to
make arrangements with the broker or nominee to
participate in the plan. If you are already enrolled in
the plan, then you need not do anything to remain enrolled
in the plan. Please see Question 6 for more detailed
information.
REINVESTMENT OF You can reinvest your cash dividends on all or a portion
DIVIDENDS: of your common stock. The reinvestment of cash dividends
in additional shares of common stock is not subject to a
maximum limit. Please see Question 6 for more detailed
information.
OPTIONAL CASH You can buy additional shares of common stock by making
INVESTMENTS: cash payments to the plan. You can invest a minimum of
$100 per investment and a maximum of $20,000 in any one
quarter. Under some circumstances, we may, in our sole
discretion, approve a written request to waive the $20,000
per quarter maximum amount. Optional cash investments of
less than $100 per investment, and that portion of any
optional cash investment that exceeds $20,000 per quarter
(unless the limit has been waived), will be returned to
you without interest. Please see Questions 6 and 8 for
more detailed information.
SOURCE OF SHARES: Our dividend reinvestment agent will purchase shares of
our common stock directly from us as newly issued shares
of common stock, in the open market or in privately
negotiated transactions with third parties. Please see
Question 9 for more detailed information.
PURCHASE PRICE: The purchase price for shares of our common stock that the
agent purchases under the plan, whether directly from us,
in the open market or in privately negotiated
transactions, will equal 100% of the "market price" of the
shares purchased. We may in the future, in our sole
discretion, offer a discount of up to 5% off the market
price on purchases of common stock under the plan
(inclusive of any applicable brokerage commissions or
purchase fees), and we may, in our sole discretion, change
or discontinue such a discount at any time without notice.
Any discount offered may, in our sole discretion, be
applied to dividend reinvestment only, optional cash
investments only, or both. Please see Question 11 for more
detailed information.
The "market price" for shares purchased in the open market
or in privately negotiated transactions will be the actual
price paid for the shares purchased. Your purchase price
will depend on whether we are then offering a discount on
shares purchased under the plan. If no discount is
applicable to the purchases, your purchase price will be
the actual price paid for the shares purchased, and we
will pay all brokerage commissions and sales fees. We may
in the future, in our sole discretion, offer a discount on
shares purchased in the open market or in privately
negotiated transactions. In that case, we will provide to
the agent sufficient funds to effect the discount, and the
agent will then use the funds contributed by participants
and the funds contributed by us to purchase shares of
common stock at prevailing market prices. We may or may
not pay the brokerage commissions and purchase fees
incurred in these transactions. Please see Question 11 for
more detailed information.
The "market price" for shares purchased directly from us
will be the greater of
- the average closing price of the common stock on the
New York Stock Exchange on each of the five trading
days immediately preceding the investment date; or
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- 95% of the closing price of the common stock on the
New York Stock Exchange on the investment date.
TRACKING YOUR You will receive periodic statements of the transactions
INVESTMENTS: made in your plan account. These statements will provide
you with details of the transactions and will indicate the
share balance in your plan account. Please see Question 15
for more detailed information.
DIVIDEND REINVESTMENT Fleet National Bank c/o EquiServe will serve as the
AGENT: dividend reinvestment agent. You should send all
correspondence to the agent to: New Plan Excel Realty
Trust, Inc. c/o EquiServe Automatic Dividend Reinvestment
Unit, P.O. Box 8040, Boston, MA 02266-8040. You may call
the agent at (800) 730-6001. Please see Question 4 for
more detailed information.
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INFORMATION ABOUT NEW PLAN EXCEL REALTY TRUST, INC.
We are a real estate investment trust, or REIT. We are one of the
nation's largest real estate companies, focusing on the ownership, management,
acquisition, development and redevelopment of community and neighborhood
shopping centers and garden apartment communities.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in or incorporated by reference into this
prospectus and any accompanying prospectus supplement contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act. We intend
the forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the Securities Act. These
forward-looking statements relate to, among other things, future economic
performance, our payment of dividends, our plans and objectives for future
operations and projections of revenue and other financial items, and can be
identified by the use of forward-looking terminology such as "may," "will,"
"should," "expect," "anticipate," "estimate," or "continue" or similar words.
The cautionary statements incorporated by reference from our Annual Report on
Form 10-K under the subcaption "Risk Factors," and other similar statements
contained in this prospectus and any accompanying prospectus supplement,
identify important factors with respect to the forward-looking statements,
including risks and uncertainties, which could cause actual results to differ
materially from those indicated by the forward-looking statements.
TERMS AND CONDITIONS OF THE PLAN
The following constitutes our Dividend Reinvestment and Share Purchase
Plan, as in effect beginning April 18, 2000. All references in this prospectus
to "common stock" refer to our common stock, par value $.01 per share.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the plan is to give holders of our common stock a
convenient and economical way to purchase additional shares of common stock, by
reinvesting all or a portion of their cash dividends in common stock and by
contributing optional cash payments to the plan. A secondary purpose of the plan
is to give us the ability to raise capital by selling newly issued shares of
common stock under the plan.
PARTICIPATION OPTIONS
2. WHAT ARE MY INVESTMENT OPTIONS UNDER THE PLAN?
Once enrolled in the plan, you may buy shares of common stock through any
of the following options:
- FULL DIVIDEND REINVESTMENT. You may reinvest cash dividends paid
on all of your shares of common stock to purchase additional
shares of common stock. This option also permits you to make
optional cash investments of not less than $100 per investment or
more than $20,000 per quarter to buy additional shares of common
stock.
- PARTIAL DIVIDEND REINVESTMENT. You may reinvest cash dividends
paid on a specified whole number of your shares of common stock to
purchase additional shares of common stock. This option also
permits you to make optional cash investments of not less than
$100 per investment or more than $20,000 per quarter to buy
additional shares of common stock.
- OPTIONAL CASH PAYMENTS. You may make optional cash investments of
not less than $100 per investment or more than $20,000 per quarter
to buy additional shares of common stock, without reinvesting any
cash dividends on shares of common stock held by you.
As a participant in the plan under any of the foregoing options, you may
request, and in some instances we may approve, a waiver permitting you to
make optional cash investments in an amount greater than $20,000 per
quarter. See Question 8 for more information about how to request a
waiver.
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BENEFITS AND DISADVANTAGES
3. WHAT ARE THE BENEFITS AND DISADVANTAGES OF PARTICIPATION IN THE PLAN?
BENEFITS
Participation in the plan offers the following benefits:
- There are no costs associated with the plan that you must pay,
except for (1) costs related to your voluntary sale of common
stock you hold pursuant to the plan and (2) certain brokerage
commissions and sales fees you may need to pay if we offer shares
at a discount and decide to purchase those shares in the open
market. Therefore, except in limited circumstances, you will not
pay brokerage commissions or sales fees to purchase shares of
common stock through the plan. See Question 19 for more
information about when you may be required to pay brokerage
commissions or sales fees.
- The price of shares of common stock purchased under the plan may
from time to time reflect a discount of up to 5% from the market
price, calculated as described in Question 11.
- You will enjoy the convenience of having all or a portion of your
cash dividends automatically reinvested in additional shares of
common stock. Since the agent will credit fractional shares of
common stock to your plan account, you will receive full
investment of your dividends and optional cash investments.
- You will have the option of having your share certificates held
for safekeeping by the agent, insuring your protection against
loss, theft or destruction of the certificates representing your
shares of common stock.
- You will simplify your record keeping by receiving periodic
statements which will reflect all current activity in your plan
account, including purchases, sales and latest balances.
- You will have the flexibility of making optional cash investments
of not less than $100 per investment or more than $20,000 in any
one quarter to buy additional shares of common stock. You may make
these optional cash investments on a regular or occasional basis.
- At any time, you may direct the agent to sell or deliver to you
all or a portion of the shares of common stock held in your plan
account.
DISADVANTAGES
Before deciding whether to participate in the plan, you should consider
the following disadvantages of participation:
- If we offer a discount on purchases under the plan, we may, in our
sole discretion, reduce or discontinue the discount at any time
without notice.
- Your reinvestment of cash dividends will not prevent your being
treated for federal income tax purposes as having received a
dividend on the dividend payment date, to the extent of our
earnings and profits. The dividend may give rise to a liability
for the payment of income tax without providing you with cash to
pay the tax when it becomes due.
- You may not know the actual number of shares of common stock that
the agent buys for your account until after the applicable
"investment date," as we define that term in Question 10.
- Because shares purchased directly from us generally will be priced
on the basis of the average closing price of the common stock on
the five preceding trading days (less any applicable discount),
the price paid for the shares of common stock on an investment
date may be greater than the price at which shares of common stock
are trading on that day.
- Sales of shares of common stock held in your plan account may be
delayed.
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- You will pay brokerage commissions and sales fees on the sale of
shares of common stock accumulated in your plan account.
- If we offer a discount on shares purchased in the open market, you
may pay brokerage commissions and sales fees on these purchases in
some circumstances. See Question 19 for more information about
these commissions and fees.
- We will not pay interest on funds that we hold pending
reinvestment or investment.
- You may not pledge shares of common stock deposited in your plan
account unless you withdraw the shares from the plan.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
We administer the plan either alone or together with a dividend
reinvestment agent. Currently, Fleet National Bank, c/o EquiServe acts as our
agent. The agent keeps records and sends statements of account to participants.
The agent buys and sells, on your behalf, all shares of common stock under the
plan.
You should direct all correspondence to the agent to:
New Plan Excel Realty Trust, Inc.
c/o EquiServe
Automatic Dividend Reinvestment Unit
P.O. Box 8040
Boston, MA 02266-8040
Telephone: (800) 730-6001
We may replace the agent at any time, and the agent may resign at any
time. In either case, we will notify you of the change and the identity of any
successor agent we appoint.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Participation in the plan is limited to owners of our common stock.
Generally, stockholders may participate in the plan whether they are a "record
owner" or a "beneficial owner" of common stock. You are a record owner if you
own shares of common stock that are registered in your name with our transfer
agent. You are a beneficial owner if you own shares of common stock that are
registered in a name other than your own. For example, you are a beneficial
owner if you own shares held in the name of a broker, bank or other nominee. If
you are a record owner, you may participate directly in the plan. If you are a
beneficial owner, you must either (1) become a record owner by having one or
more shares transferred into your own name or (2) coordinate your participation
in the plan through the broker, bank or other nominee in whose name your shares
of common stock are held.
If you participate in an employee benefits plan of ours or any of our
subsidiaries, we may permit you to participate in the plan on terms established
under the employee benefit plan, even if you are not a holder of record of
shares of common stock. If you wish to participate in the plan through shares
held in an employee benefit plan, you should get in touch with the administrator
of such plan to determine whether you may do so.
FOREIGN LAW RESTRICTIONS. You may not participate in the plan if it would
be unlawful for you to do so in the jurisdiction where you are a citizen or
reside. If you are a citizen or resident of a country other than the United
States, you should confirm that by participating in the plan you will not
violate local laws governing, among other things, taxes, currency and exchange
controls, stock registration and foreign investments.
EXCLUSION FROM PLAN FOR SHORT-TERM TRADING OR OTHER PRACTICES. You may
not participate in the plan to engage in short-term trading activities that
could change the normal trading volume of the shares of common stock. If you do
engage in short-term
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trading activities, we may deny, modify, suspend or terminate your participation
in the plan. We reserve the right to deny, modify, suspend or terminate your
participation in the plan, in our sole discretion, in order to eliminate
practices which are not consistent with the purposes or operation of the plan,
which adversely affect the price of the shares of common stock or for any other
reason.
ENROLLMENT
6. HOW DO I ENROLL IN THE PLAN?
If you are eligible to participate in the plan, you may join the plan at
any time. Once you enroll in the plan, you will remain enrolled until you
withdraw from the plan, we terminate the plan or we terminate your participation
in the plan.
THE AUTHORIZATION FORM. If you are a record owner of common stock, you
may enroll in the plan by completing an authorization form and mailing it to the
agent at the address set forth in Question 4. If your shares of common stock are
registered in more than one name, such as joint tenants or trustees, all
registered holders must sign the authorization form. You may obtain an
authorization form at any time, without charge, by contacting the agent at
1-800-730-6001.
If your shares of common stock are registered in some other person's
name, for instance, in the name of a broker, bank or other nominee, then to
enroll in the plan you must either:
- arrange participation through that other person, or
- have at least one of your shares transferred into your own name.
We may refuse to permit a broker, bank nominee or other record holder to
participate in the plan if such participation would, in our judgment, result in
excessive cost or burden to us.
CHOOSING YOUR INVESTMENT OPTION. When completing the authorization form,
you should choose one of the three investment options discussed in Question 2,
which are:
- "Full Dividend Reinvestment"--This option directs the agent to
reinvest the cash dividends paid on all of the shares of common
stock owned by you then or in the future in additional shares of
common stock. This option also permits you to make optional cash
investments of not less than $100 per investment or more than
$20,000 per quarter to buy additional shares of common stock.
- "Partial Dividend Reinvestment"--This option directs the agent to
reinvest cash dividends paid on a specified number of shares of
common stock then owned by you in shares of common stock. We will
continue to pay you cash dividends, when and if declared by our
board of directors, on the remaining shares of common stock owned
by you then or in the future, unless you designate those shares
for reinvestment pursuant to the plan. This option also permits
you to make optional cash investments of not less than $100 per
investment or more than $20,000 per quarter to buy additional
shares of common stock.
- "Optional Cash Payments"--This option permits you to make optional
cash investments of not less than $100 per investment or more than
$20,000 per quarter to buy additional shares of common stock,
without reinvesting any cash dividends on shares of common stock
held by you. We will continue to pay you cash dividends, when and
if declared by our board of directors, on the shares of common
stock owned by you then or in the future, unless you designate
those shares for reinvestment pursuant to the plan.
You should choose your investment option by checking the appropriate box
on the authorization form. If you sign and return an authorization form without
checking an option, the agent will choose the "Full Dividend Reinvestment"
option, provided that you are the record owner of at least one share of common
stock.
CHANGING YOUR INVESTMENT OPTION. You may change your investment option by
contacting the agent. The agent must receive any change at least four business
days before the record date for a dividend payment in order for the change to
become effective for that dividend payment. The agent also must receive any
change in the number of shares of common stock that you have designated for
partial dividend reinvestment at least three business days before the record
date for a dividend payment in order for the change to become effective for that
dividend payment.
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7. WHEN WILL MY PARTICIPATION IN THE PLAN BEGIN?
The date on which the agent receives your properly completed
authorization form, from you or through your broker or other nominee, will
determine the date on which purchases of shares of common stock for your account
may begin. If you choose either the full or partial dividend reinvestment
option, the agent will begin to reinvest dividends on the investment date after
receipt of your authorization form, provided the agent receives the
authorization form at least four business days before the record date for that
dividend payment. Please see Question 10 for more information about the timing
of investment dates.
If you choose the optional cash payments option and wish to invest
$20,000 or less in any one quarter, the agent will purchase shares of common
stock for you on the investment date after receipt of both your authorization
form and the funds to be invested, provided that the agent receives the
authorization form and funds (1) on or before the close of business on the
second business day immediately preceding the next investment date and (2) no
earlier than 30 days prior to the next investment date. The agent may not hold
any optional cash payment for more than 30 days. Accordingly, if the agent
receives your optional cash payment more than 30 days prior to the next
investment date, the agent will return your funds to you, without interest. You
may, of course, resubmit the funds within 30 days prior to the next investment
date, so long as your funds are received by the agent at least two business days
prior to the next investment date. Please see Question 8 if you wish to invest
more than $20,000 in any one quarter, and please see Question 10 for more
information about the timing of investment dates.
OPTIONAL CASH INVESTMENTS
8. HOW DO I MAKE OPTIONAL CASH INVESTMENTS?
You may make optional cash investments at any time if you are enrolled in
the plan.
To make an optional cash payment, make checks payable to EquiServe drawn
against a U.S. bank and payable in U.S. dollars. You must mail this payment to
New Plan Excel Realty Trust, Inc. c/o EquiServe, Automatic Dividend Reinvestment
Unit, P.O. Box 8040, Boston, MA 02266-8040. Payments delivered to any other
address may not be processed.
Optional cash payments may not be less than $100 per investment or more
than $20,000 total per quarter. If you wish to make an optional cash investment
in excess of $20,000 for any quarter, you must obtain our prior written approval
by submitting a request for waiver. To obtain a request for waiver form, please
call the Corporate Communications Department at (212) 869-3000. We have the sole
discretion to approve or refuse any request to make an optional cash investment
in excess of the $20,000 quarterly limit. Waivers will be granted on a
case-by-case basis, and our granting of a waiver to any stockholder will not
bind us to grant a future waiver to that stockholder or any other stockholder.
The agent will hold for investment, without interest, all optional cash
payments that it receives on or before the second business day preceding an
investment date, so long as the funds are not received more than 30 days before
the next investment date. If funds are received by the agent more than 30 days
before the next investment date, the agent will return the funds to you, without
interest.
REFUNDS OF UNINVESTED OPTIONAL CASH INVESTMENTS. If you wish to obtain a
refund of optional cash payments that the agent has not yet invested, you must
send a written request to the agent at the address set forth in Question 4. The
agent must receive your request no later than five business days prior to the
investment date in order to refund your money.
NO INTEREST ON OPTIONAL CASH INVESTMENTS. You will not earn interest on
optional cash payments held pending investment. We therefore suggest that you
time the submission of any optional cash payments that you wish to make to reach
the agent as close as possible to the second business day preceding the next
investment date. You should contact the agent if you have any questions
regarding these dates.
RETURNED CHECKS FOR INSUFFICIENT FUNDS. In the event that any check is
returned unpaid for any reason, the agent will consider the request for
investment of the money null and void and will immediately remove from the
participant's account any shares of common stock purchased upon the prior credit
of the money. The agent will be entitled to sell these shares of common stock to
satisfy any uncollected amounts. If the net proceeds of the sale of the shares
of common stock are insufficient to satisfy the balance of the uncollected
amounts, the agent will be entitled to sell additional shares of common stock
from the participant's account to satisfy the uncollected balance. A $25.00 fee
will be charged for any check returned unpaid.
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PURCHASES
9. FROM WHOM DOES THE AGENT PURCHASE SHARES ON BEHALF OF THE PLAN?
The agent will use all dividends reinvested through the plan and all
optional cash investments to buy shares of common stock directly from us, in the
open market or in privately negotiated transactions with third parties, or a
combination of the three, at our discretion. We may not change our determination
that shares of common stock will be purchased for the plan in the open market or
from us more than once in any three month period, and any such change must be
based on a determination by our board of directors or our chief financial
officer that our need to raise additional capital has changed or that there is
another valid reason for changing the source of common stock purchased under the
plan. We may change the source of the shares of common stock for the plan
without providing you notice that we are doing so. Common stock purchased
directly from us will consist of newly issued shares of common stock.
10. WHEN WILL MY FUNDS BE USED TO PURCHASE COMMON STOCK FOR MY ACCOUNT?
When the agent purchases shares of common stock from us, the purchases
will be made on the day that we pay a cash dividend, which we refer to as the
"investment date". We anticipate that we will normally pay dividends on or about
January 15, April 15, July 15 and October 15 of each year. Also, we anticipate
that the record dates for these dividends will normally occur on or about
January 1, April 1, July 1 and October 1. We cannot assure you that we will pay
dividends according to this schedule in the future, or at all, and nothing
contained in the plan obligates us to do so.
When the agent buys shares of common stock for the plan through open
market or privately negotiated transactions, whether with reinvested dividends
or optional cash investments, the agent will effect the purchases as soon as is
practical on or after the applicable investment date, and in all events within
30 days after the investment date. Neither we nor the agent will be liable when
conditions, including compliance with the rules and regulations of the SEC,
prevent the agent from buying shares of common stock or interfere with the
timing of purchases.
11. HOW WILL THE PRICE OF COMMON STOCK PURCHASED FOR MY ACCOUNT BE
DETERMINED?
PRICE OF COMMON STOCK PURCHASED FROM US. If the agent purchases common
stock directly from us, the agent will pay a price per share equal to 100% of
the average of the closing sale price of the common stock as reported on the New
York Stock Exchange for each of the five trading days, that is, days on which
the New York Stock Exchange is open for trading, immediately preceding the
applicable investment date (subject to our offering a discount from time to time
of up to 5%), provided that, due to IRS rules applicable to REITs, in no event
will the price per share of common stock be less than 95% of the closing price
of the common stock as reported on the New York Stock Exchange on the applicable
investment date. If there are no sales of common stock on one or more of the
five trading days prior to the date of purchase, the average will be based on
the closing sale prices on those days within the five trading day period on
which shares of the common stock do trade.
PRICE OF COMMON STOCK PURCHASED IN THE OPEN MARKET OR IN PRIVATELY
NEGOTIATED TRANSACTIONS. If the agent purchases shares of common stock in the
open market or in privately negotiated transactions, your purchase price per
share will be the weighted average purchase price per share paid by the agent
for all of the shares purchased. In determining the weighted average purchase
price, we may aggregate purchases made for both dividend reinvestment and
optional cash purchases, or make independent calculations, in our sole
discretion. If no discount is then being offered on shares purchased under the
plan, we will pay all brokerage commissions or other fees or charges paid by the
agent in connection with the purchases. If in the future we offer a discount on
shares purchased in the open market or in privately negotiated transactions, you
may be required to pay your pro rata share of brokerage commissions or other
fees or charges paid by the agent. Accordingly, the discount may be applied to
the actual price paid for the shares purchased, inclusive of brokerage
commissions and other fees or charges. Any discount offered may, in our sole
discretion, be applied to dividend reinvestment only, optional cash investments
only, or both.
NUMBER OF SHARES TO BE PURCHASED. As of any investment date, the agent
will purchase for your account the number of shares of common stock equal to the
total dollar amount to be invested for you divided by the applicable purchase
price. If you elect to participate in the plan by reinvesting all or part of
your dividends, the agent will invest for you the total dollar amount of (1) the
dividend on all shares of common stock, including fractional shares, held in
your plan account for which you have requested dividend reinvestment and (2) any
optional cash investments to be made for your account as of that investment
date. If you elect to make only optional cash investments, the agent will invest
for you the total dollar amount of your optional cash payments as of that
investment date.
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AGENT'S CONTROL OF PURCHASE TERMS. With respect to the agent's purchases
of shares in the open market or in privately negotiated transactions, the agent,
or a broker that the agent selects, will determine the following:
- the exact timing of purchases;
- the number of shares of common stock, if any, that the agent
purchases on any one day or at any time that day;
- the prices that the agent pays for the stock;
- the markets on which the agent makes the purchases; and
- the persons, including brokers and dealers, from or through which
the agent makes the purchases.
COMMINGLING OF FUNDS. When making purchases for an account under the
plan, we or the agent may commingle your funds with those of other investors
participating in the plan.
12. MAY I HAVE MORE THAN ONE ACCOUNT?
For purposes of the plan, we may aggregate all plan accounts that we
believe, in our sole discretion, to be under common control or management or to
have common ultimate beneficial ownership. Unless we have determined that
reinvestment of dividends and optional cash investments for each account would
be consistent with the purposes of the plan, we will have the right to aggregate
all the accounts and to return, without interest, within 35 days of receipt, any
amounts in excess of the investment limitations applicable to a single account
received in respect of all the accounts.
CERTIFICATES
13. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED?
SAFEKEEPING OF CERTIFICATES. Unless your shares are held by a broker,
bank or other nominee, we will register shares purchased for your account under
the plan in your name. The agent will credit the shares of common stock to your
plan account in "book-entry" form. This service protects against the loss, theft
or destruction of certificates evidencing your shares of common stock.
You also may send to the agent for safekeeping all certificates for
shares of common stock that you hold. The agent will credit the shares of common
stock represented by the certificates to your account in "book-entry" form and
will combine the shares with any whole and fractional shares then held in your
plan account. In addition to protecting against the loss, theft or destruction
of your certificates, this service also is convenient if and when you sell
shares of common stock through the plan. See Question 14 to learn how to sell
your shares of common stock under the plan.
You may deposit certificates for shares of common stock into your account
regardless of whether you have previously authorized reinvestment of dividends.
THE AGENT AUTOMATICALLY WILL REINVEST ALL DIVIDENDS ON ANY SHARES OF COMMON
STOCK REPRESENTED BY CERTIFICATES DEPOSITED IN ACCORDANCE WITH THE PLAN, UNLESS
YOU SPECIFY OTHERWISE.
To deposit certificates for safekeeping under the plan, you should
contact the agent at the address specified in Question 4.
ISSUANCE OF CERTIFICATES. You may withdraw any shares of common stock
deposited for safekeeping by mailing a written request to the agent. Upon your
written request to the agent, or upon our termination of the plan or your
participation in the plan, the agent will issue and deliver to you certificates
for all whole shares of common stock credited to your plan account. The agent
will not issue certificates for fractional shares of common stock but will issue
a check representing the value of any fractional shares based on the then
current market price. The agent will handle the request at no cost to you. The
agent will continue to credit any remaining whole or fractional shares of common
stock to your account.
EFFECT OF REQUESTING CERTIFICATES IN YOUR NAME. If you request a
certificate for whole shares of common stock held in your account, either of the
following may occur:
- If you maintain an account for reinvestment of dividends, the
agent will continue to reinvest all dividends on the shares for
which you requested a certificate so long as the shares remain
registered in your name; or
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<PAGE> 11
- If you maintain an account only for optional cash investments,
then the agent will not reinvest dividends on shares for which you
requested a certificate unless and until you submit an
authorization form to authorize reinvestment of dividends on the
shares registered in your name.
TRANSFER RESTRICTIONS. You may not pledge, sell or otherwise transfer
shares of common stock credited to your plan account, except that you may sell
shares through the agent as described in Question 14. If you wish to pledge the
shares of common stock, or to sell or transfer them other than as described in
Question 14, you must first request that we issue a certificate for the shares
in your name.
SALE OF SHARES
14. HOW DO I SELL SHARES?
SALE OF SHARES HELD IN YOUR ACCOUNT. You may contact the agent to sell
all or any part of the common stock held in your plan account. Within seven days
after receipt of your written request, the agent will place an order to sell the
shares through a broker or dealer selected by the agent. You will not be able to
direct the date or sales price at which the shares will be sold. The agent will
mail to you a check for the proceeds of the sale, less applicable brokerage
commissions, service charges and any taxes.
If you sell only a portion of the shares in your plan account, you (1)
will remain a participant in the plan and (2) may continue to reinvest dividends
under the plan, provided that you hold of record at least one share of common
stock. The agent will continue to reinvest the dividends on the shares credited
to your account unless you notify the agent that you wish to withdraw from the
plan.
COSTS OF SELLING SHARES. The plan requires you to pay all costs
associated with the sale of your shares under the plan. A $15.00 service charge
and a historical service fee of $.15 per share, which includes brokerage
commissions, will be deducted from your sale proceeds.
SALE OF FRACTIONAL SHARES HELD IN YOUR ACCOUNT. The agent will not pay
cash in respect of any fractional share unless you request that the agent sell
all shares held in your account.
TERMINATION OF YOUR ACCOUNT UPON SALE OF ALL SHARES. If the agent sells
all shares held in your plan account, the agent will automatically terminate
your account.
REPORTS
15. HOW WILL I KEEP TRACK OF MY INVESTMENTS?
Each time the agent makes an investment for your account, whether by
reinvestment of dividends or by optional cash investment, the agent will send
you a detailed statement that will provide the following information with
respect to your plan account:
- the total optional cash investments received;
- the total number of shares of common stock purchased, including
fractional shares;
- the price paid per common share; and
- the total number of shares of common stock in your plan account.
If your investment involved reinvested dividends, then your statement
will also show, in addition to the items listed above:
- the total cash dividend received; and
- the amount of the dividend reinvested.
You should retain these statements to determine the tax cost basis of the shares
of common stock in your plan account.
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WITHDRAWAL
16. HOW WOULD I WITHDRAW FROM PARTICIPATION IN THE PLAN?
HOW TO WITHDRAW FROM THE PLAN. You may withdraw from the plan at any
time. In order to withdraw from the plan, you must contact the agent to
terminate your account. The agent must receive written notice at least three
days prior to the record date for any dividend payment in order to terminate
your account prior to the dividend payment date.
ISSUANCE OF SHARE CERTIFICATES UPON WITHDRAWAL FROM PLAN. Upon
termination of your plan account, the agent will issue to you share certificates
for any whole shares of common stock in your account. However, we reserve the
right, if you terminate participation in the plan, not to issue certificates for
shares of common stock in your plan account unless you request them. The agent
will convert to cash any fractional shares held in your account at the time of
termination at the then current market price of the common stock. After the
agent terminates your account, we will pay to you all cash dividends on shares
of common stock owned by you unless you rejoin the plan.
SELLING SHARES UPON WITHDRAWAL FROM PLAN. As an alternative to receiving
share certificates, upon termination of your plan account you may request by
contacting the agent to sell all or a portion of the shares of common stock in
your account. If you instruct the agent to sell only a portion of your shares of
common stock, then the agent will issue to you certificates for the remaining
shares of common stock. The agent will mail to you a check for the proceeds of
the sale, less applicable brokerage commissions, service charges and any tax
withholding.
REJOINING THE PLAN AFTER WITHDRAWAL. After you withdraw from the plan,
you may rejoin the plan at any time by filing a new authorization form with the
agent and otherwise complying with the terms of the plan. However, the agent has
the right to reject the authorization form if you repeatedly join and withdraw
from the plan, or for any other reason. The agent's exercise of this right is
intended to minimize unnecessary administrative expenses and to encourage use of
the plan as a long-term stockholder investment service.
TAXES
17. WHAT ARE SOME OF THE FEDERAL INCOME TAX CONSEQUENCES OF MY PARTICIPATION
IN THE PLAN?
The following summary is based upon an interpretation of current federal
tax law. You should consult your own tax advisors to determine particular tax
consequences, including income tax and non-income tax (such as transfer tax)
consequences, which vary from state to state, that may result from your
participation in the plan and subsequent disposition of shares acquired pursuant
to the plan. Income tax consequences to plan participants residing outside the
United States will vary from jurisdiction to jurisdiction.
DIVIDEND REINVESTMENTS. In the case of shares purchased by the agent from
us with reinvested dividends, you will be treated for federal income tax
purposes as having received a distribution, with respect to shares of common
stock, equal to the fair market value on the investment date of the shares
credited to your plan account. The amount of the distribution deemed to have
been received may exceed the amount of the cash dividend that was reinvested,
due to any discount we may offer in the future as described under Question 11.
In the case of shares of common stock purchased by the agent in the open
market, a stockholder will be treated for federal income tax purposes as having
received a distribution equal to the price paid by the agent for the shares of
common stock, including brokerage and related costs, which will exceed the
amount of cash otherwise distributable to the stockholder due to our payment of
brokerage and related costs and due to any discount we may offer as described
under Question 11.
Any cash distribution to a stockholder that is not invested through the
plan simply will be treated as a cash distribution for federal income tax
purposes.
OPTIONAL CASH PAYMENTS. In the case of shares purchased by the agent from
us pursuant to the optional cash payment feature of the plan, you will be
treated for federal income tax purposes as having received a distribution, with
respect to shares of common stock, equal to the fair market value on the
investment date of the shares credited to your plan account less the amount you
pay for the shares. The fair market value of the shares on the investment date
may exceed the actual purchase price of the shares purchased if we offer a
discount on those purchases.
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<PAGE> 13
In the case of shares purchased by the agent in the open market pursuant
to the optional cash payment feature of the plan, you will be treated for
federal income tax purposes as having received a distribution equal to the price
paid by the agent for the shares credited to your account, including brokerage
and related costs, less the amount you pay for the shares.
Any distribution described above will be treated for federal income tax
purposes as a dividend to the extent we have current or accumulated earnings and
profits. Distributions in excess of current or accumulated earnings and profits
will not be taxable to you to the extent that such distributions do not exceed
the adjusted basis of your shares. To the extent such distributions exceed the
adjusted basis of your shares, they will be included in income as a capital gain
if you have held the shares as a capital asset and the distributions will be
either long or short term depending on whether your holding period for your
shares is or is not more than one year.
RECEIPT OF CERTIFICATES. You will not realize any taxable income upon
receipt of certificates for whole shares credited to your account, either upon
your request for certain of those shares or upon termination of participation in
the plan. You will realize gain or loss upon the sale or exchange of shares
acquired under the plan. You will also realize gain or loss upon receipt,
following termination of participation in the plan, of a cash payment for any
fractional share interest credited to your account. The amount of any such gain
or loss will be the difference between the amount that you received for the
shares or fractional share interest and the tax basis therefor.
INCOME TAX WITHHOLDING PROVISIONS. If you fail to provide certain federal
income tax certifications in the manner required by law, any cash dividends,
including cash dividends that are reinvested, proceeds from the sale of
fractional share interests and proceeds from the sale of shares held for your
account will be subject to federal income tax withholding at the rate of 31%. If
withholding is required for any reason, the appropriate amount of tax will be
withheld. Certain stockholders, including most corporations, are exempt from the
withholding requirements.
If you are a foreign stockholder whose dividends are subject to federal
income tax withholding at the 30% rate, or a lower treaty rate, the appropriate
amount will be withheld and the balance in shares will be credited to your
account.
DISPOSITION. When you withdraw common stock from the plan and receive
whole shares, you will not realize any taxable income. However, if you receive
cash for a fraction of a share, you will be required to recognize gain or loss
with respect to the fraction. You also will be required to recognize a gain or
loss whenever your shares are sold, whether the shares are sold by the agent
pursuant to your request or by you after the shares are withdrawn from the plan.
Generally, the amount of the gain or loss that you will be required to recognize
will be the difference between the amount that you receive for the shares and
your tax basis in those shares.
EXCEEDING THE OWNERSHIP LIMITATION SET FORTH IN OUR ARTICLES OF
INCORPORATION. For us to qualify as a real estate investment trust for federal
income tax purposes, no more than 50% in value of our outstanding shares may be
actually and/or constructively owned by five or fewer individuals, as defined in
the Internal Revenue Code to include entities, during the last half of a taxable
year or during a proportionate part of a shorter taxable year, and our common
stock must be beneficially owned by 100 or more persons during at least 335 days
of a taxable year or during a proportionate part of a shorter taxable year.
Because we expect to continue to qualify as a real estate investment trust, our
articles of incorporation contain an ownership restriction, which is intended to
help ensure compliance with these requirements, that no holder of our shares may
own, or be deemed to own by virtue of any of the attribution rules of the
Internal Revenue Code, more than 9.8% percent, in value or number of shares,
whichever is more restrictive, of our common stock or any series of our
preferred stock.
If a stockholder violates the foregoing ownership limitations or any
other restrictions in our articles of incorporation, the shares held in
violation will be automatically transferred to a charitable trust for the
benefit of a charitable beneficiary, and the stockholder would not be entitled
to dividends or the right to vote those shares. In the case of transfers of
shares causing a violation of the foregoing ownership limitations or any other
restriction in our articles of incorporation, the transfer may be treated as
void ab initio and the purported transferee would not be entitled to dividends
or the right to vote those shares.
Under certain circumstances, our board of directors may grant to
individual stockholders an exemption from the foregoing ownership limitations,
provided that certain conditions are met and the board of directors is satisfied
that the exemption would not jeopardize our status as a real estate investment
trust.
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<PAGE> 14
OTHER PROVISIONS
18. CAN I VOTE MY SHARES?
We will send you proxy materials for any meeting of stockholders to
permit you to vote all whole shares of common stock credited to your account.
You may vote your shares of common stock either by designating the vote of the
shares by proxy or by voting the shares in person at the meeting of
stockholders.
19. WHAT ARE THE COSTS OF THE PLAN?
In the event that we authorize the agent to purchase shares of common
stock in the open market, we will pay any brokerage commission incurred by the
agent, unless, in our sole discretion, we also offer a discount on the purchase
price of the shares. If we offer a discount for purchases under the plan, you
may, in our sole discretion, be required to pay your pro rata share of brokerage
commissions or other fees or charges paid by the agent. In such an event, the
average price per share of all shares of common stock to which a discount
applies will include a pro rata portion of all brokerage commissions and related
fees and charges.
You will be responsible for any fees payable in connection with your sale
of shares from the plan.
20. WHAT ARE YOUR AND THE AGENT'S RESPONSIBILITIES?
We, any of our agents and the agent, in administering the plan, are not
liable for any act committed in good faith or for any good faith failure to act,
including, without limitation, any claim of liability (1) arising from the
failure to terminate your account upon your death or judgment of incompetence
prior to the agent's receipt of notice in writing of the death or incompetence,
(2) relating to the prices and times at which the agent buys or sells shares for
your account, or (3) relating to any fluctuation in the market value of the
common stock.
We, any of our agents and the agent will not have any duties,
responsibilities or liabilities other than those expressly set forth in the plan
or as imposed by applicable laws. Since the agent has assumed all responsibility
for administering the plan, we specifically disclaim any responsibility for any
of the agent's actions or inactions in connection with the administration of the
plan. None of our directors, officers or stockholders shall have any personal
liability under the plan.
21. CAN I PLEDGE MY SHARES UNDER THE PLAN?
You may not pledge any shares of common stock credited to your plan
account. Any attempted pledge will be void. If you wish to pledge your shares of
common stock, you first must withdraw the shares from the plan. See Question 13
to learn how to withdraw your shares under the plan.
22. CAN I TRANSFER MY RIGHT TO PARTICIPATE IN THE PLAN TO ANOTHER PERSON?
You may not transfer your right to participate in the plan to another
person.
23. CAN THE PLAN BE AMENDED, MODIFIED, SUSPENDED OR TERMINATED?
Although we expect to continue the plan indefinitely, we reserve the
right to amend, modify, suspend or terminate the plan in any manner at any time.
We will notify you in writing of any material amendments, modifications,
suspensions or terminations of the plan, but not necessarily in advance. The
offering, reduction or discontinuance of a discount in the purchase price of
shares purchased under the plan, and/or a decision to purchase shares in the
open market or directly from us, shall not constitute an amendment,
modification, suspension or termination of the plan.
24. WHAT HAPPENS IF WE TERMINATE THE PLAN?
If we terminate the plan, you will receive a certificate for all whole
shares of common stock held in your plan account and a check representing the
value of any fractional shares based on the then current market price. We also
will return to you any uninvested dividends or optional cash payments held in
your account.
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<PAGE> 15
25. ARE THERE ANY RISKS ASSOCIATED WITH THE PLAN?
Your investment in common stock purchased under the plan is no different
from any investment in common stock that you hold directly. Neither we nor the
agent can assure you a profit or protect you against a loss on shares that you
purchase. You bear the risk of any loss and enjoy the benefits of any gain from
changes in the market value of shares purchased under the plan.
26. HOW WILL YOU INTERPRET AND REGULATE THE PLAN?
We may interpret, regulate and take any other action in connection with
the plan that we deem necessary in our sole discretion to carry out the plan. As
a participant in the plan, you will be bound by any actions taken by us or the
agent.
27. WHAT LAW GOVERNS THE PLAN?
The laws of the State of Maryland govern the plan.
28. WHERE WILL NOTICES BE SENT?
The agent will address all of its notices to you at your last known
address. You should notify the agent promptly, in writing, of any change of
address.
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USE OF PROCEEDS
We will receive proceeds from the sale of common stock that the agent
purchases directly from us. We will use the proceeds for general corporate
purposes, including:
- the acquisition of additional properties as suitable opportunities
arise;
- the renovation, expansion and improvement of our existing
properties;
- the repayment of indebtedness; and
- working capital.
We will not receive proceeds from the sale of shares that the agent
purchases in the open market or in privately negotiated transactions. We cannot
estimate either the number of shares of common stock or the prices of the shares
that we will sell in connection with the plan.
PLAN OF DISTRIBUTION
Except to the extent the agent purchases common stock in the open market
or in privately negotiated transactions with third parties, we will sell
directly to the agent the shares of common stock acquired under the plan. The
shares of common stock, including shares acquired pursuant to requests for
waivers, may be resold in market transactions on any national securities
exchange on which shares of common stock trade or in privately negotiated
transactions. The common stock currently is listed on the New York Stock
Exchange.
Pursuant to the plan, we may be requested to approve optional cash
investments in excess of the allowable maximum amounts pursuant to requests for
waiver on behalf of participants in the plan that may be engaged in the
securities business. In deciding whether to approve a request for waiver, we may
consider relevant factors including, among other things, (1) whether, at the
time of the request, the agent is acquiring shares for the plan directly from us
or in the open market or in privately negotiated transactions with third
parties, (2) our need for additional funds, (3) our desire to obtain the
additional funds through the sale of common stock as compared to other sources
of funds, (4) the purchase price likely to apply to any sale of shares of common
stock, (5) the extent and nature of the requestor's prior participation in the
plan, (6) the number of shares of common stock the requestor holds of record,
and (7) the total amount of optional cash investments in excess of $20,000 per
quarter for which requests for waiver have been submitted. We may sell common
stock through the plan to persons who, in connection with the resale of the
shares, may be considered underwriters. In connection with these types of
transactions, compliance with Regulation M under the Exchange Act would be
required. We will not give any person any rights or privileges other than those
that the person would be entitled to as a participant under the plan. We will
not enter into any agreement with any person regarding the person's purchase,
resale or distribution of shares. Under some circumstances, we may, however,
approve requests for optional cash investments in excess of the allowable
maximum limitations pursuant to requests for waivers.
Subject to the availability of shares of common stock registered for
issuance under the plan, there is no total maximum number of shares of common
stock that can be issued pursuant to the reinvestment of dividends and optional
cash investments. We will pay all brokerage commissions and service charges in
connection with the reinvestment of dividends and optional cash investments to
purchase shares of common stock under the plan, except in certain limited
circumstances. You will have to pay any fees payable in connection with your
voluntary sale of shares from your plan account and/or withdrawal from the plan.
LEGAL MATTERS
Ballard Spahr Andrews & Ingersoll LLP, which has acted as our counsel as
to certain matters of Maryland law, has passed on the validity of the shares of
common stock being offered under the plan.
EXPERTS
We have incorporated our consolidated financial statements in this
prospectus by reference to our Annual Report on Form 10-K for the year ended
December 31, 1999, in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants. The financial statements so incorporated were as of
December 31, 1999 and 1998 and July 31, 1998 and for the year ended December 31,
1999, the five months ended December 31, 1998 and each of the two years in the
period ended July 31, 1998. PricewaterhouseCoopers LLP gave the report on its
authority as experts in auditing and accounting.
16
<PAGE> 17
WHERE YOU CAN FIND MORE INFORMATION
We are a publicly traded company and, therefore, a great deal of
information about us is available.
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. The public may read and
copy any materials that we file with the SEC at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information regarding issuers - such as us - that file electronically with
the SEC. The address of that SEC Internet site is http://www.sec.gov.
Also, if you have questions about us, you may visit our Internet site at
http://www.newplanexcel.com.
INCORPORATION BY REFERENCE
Our common stock is listed on the NYSE under the symbol "NXL". You may
inspect any reports, proxy statements and other information we file with the
NYSE at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" in this prospectus the
information we file with them. This helps us disclose information to you by
referring you to the documents we file. The information we incorporate by
reference is an important part of this prospectus. We incorporate by reference
each of the documents listed below.
a. Our Annual Report on Form 10-K for the year ended December 31,
1999.
b. Our Current Report on Form 8-K, filed with the SEC on March 9,
2000.
c. The following descriptions of our common stock and stock purchase
rights:
(1) the description of our common stock contained in our
Registration Statement on Form 8-A, filed with the SEC on
July 30, 1993, when our name was Excel Realty Trust, Inc.;
file number 112244;
(2) the description of the stock purchase rights contained in
our Registration Statement on Form 8-A, filed with the SEC
on May 22, 1998 when our name was Excel Realty Trust,
Inc.; file number 112244; and
(3) the description of our stock purchase rights contained in
Amendment No. 1 to our Registration Statement on Form
8-A/A, filed with the SEC on May 5, 1999.
d. All documents filed by us under Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of
this prospectus and prior to the termination of this offering.
We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered a copy of any or all of the information that has
been incorporated by reference in this prospectus but not delivered with this
prospectus. We will provide this information at no cost to the requester. The
name, address and telephone number to which the request for this information
must be made is:
New Plan Excel Realty Trust, Inc.
Attention: Corporate Communications Department
1120 Avenue of the Americas
New York, New York 10036
(212) 869-3000
As you read the above documents, you may find some differences in
information from one document to another. If you find inconsistencies between
the documents and this prospectus, you should rely on the statements made in the
most recent document. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of this
prospectus.
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<PAGE> 18
You should rely only on information incorporated by reference or
contained in this prospectus. We have not authorized anyone to provide you with
information that is different.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our bylaws require us, to the maximum extent permitted by Maryland law,
to indemnify our directors and officers, and to pay for reasonable expenses
prior to the conclusion of a proceeding involving such persons.
Generally speaking, Maryland law permits a corporation to indemnify a
director or officer for liability and reasonable expenses incurred by the
director or officer in connection with any proceeding to which the director or
officer is made a party as a result of the director's or officer's service to
the corporation, unless the act or omission of the director or officer was
material to the matter giving rise to the proceeding, and either
- the act or omission was committed in bad faith or was the
result of active and deliberate dishonesty, or
- the director or officer received an improper personal
benefit in money, property or services; or
- in the case of a criminal proceeding, the director or
officer had reasonable cause to believe that the act or
omission was unlawful.
Maryland law also provides that:
- if the proceeding is by the corporation, or in the right
of the corporation, then the director or officer is not
entitled to indemnification if he is judged to be liable
to the corporation;
- a director or officer is not entitled to indemnification
if, in a proceeding charging improper personal benefit to
the director or officer, he is judged liable on the basis
that he received such benefit; and
- a conviction or plea of nolo contendere, or no contest,
creates a presumption, which can be rebutted, that the
director or officer did not meet the applicable standard
of conduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
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================================================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY
THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NEW PLAN EXCEL REALTY
TRUST, INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SHARES OF COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE ANY
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR IN THE AFFAIRS OF NEW PLAN EXCEL REALTY TRUST, INC.
SINCE THE DATE HEREOF.
============
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF THE PLAN.....................................2
INFORMATION ABOUT NEW PLAN EXCEL
REALTY TRUST, INC.................................4
SPECIAL NOTE REGARDING FORWARD-
LOOKING STATEMENTS.................................4
TERMS AND CONDITIONS OF THE PLAN........................4
Purpose..............................................4
Participation Options................................4
Benefits and Disadvantages...........................5
Administration.......................................6
Participation........................................6
Enrollment...........................................7
Optional Cash Investments............................8
Purchases............................................9
Certificates........................................10
Sale of Shares......................................11
Reports.............................................11
Withdrawal..........................................12
Taxes...............................................12
Other Provisions....................................14
USE OF PROCEEDS........................................16
PLAN OF DISTRIBUTION...................................16
LEGAL MATTERS..........................................16
EXPERTS................................................16
WHERE YOU CAN FIND MORE
INFORMATION......................................17
INCORPORATION BY REFERENCE.............................17
INDEMNIFICATION OF OFFICERS AND
DIRECTORS........................................18
</TABLE>
================================================================================
================================================================================
10,000,000 SHARES
NEW PLAN EXCEL REALTY TRUST, INC.
SHARES
OF
COMMON STOCK
Offered solely
in connection with our
DIVIDEND REINVESTMENT
AND
SHARE PURCHASE PLAN
--------------------------
PROSPECTUS
---------------------------
APRIL 18, 2000
================================================================================
