UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
New Plan Excel Realty Trust Incorporated
(Name of Issuer)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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648053106
(CUSIP Number)
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Cornelius J. Dwyer, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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February 16, 2000
(Date of Event which requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box . |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 648053106
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1. Name of Reporting Person
IRS Identification Nos. of above persons (entities only).
Stichting Pensioenfonds ABP
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2. Check the Appropriate Box if a Member of a Group (See Instruction)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
The Kingdom of the Netherlands
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7. Sole Voting Power
2,370,200
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8. Number of Shared Voting Power
Shares
Beneficially 0
Owned by ---------------------------------------------------
9. Each Sole Dispositive Power
Reporting
Person 2,370,200
With ---------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate amount Beneficially Owned by Each Reporting Person
2,370,200
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instruction)
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13. Percent of Class Represent by Amount in Row (1)
2.7%
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14. Type of Reporting Person (See Instructions)
EP
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Item 1. Security and Issuer.
This Amendment No. 6 amends the Statement on Schedule 13D filed with
the Securities and Exchange Commission (the "SEC") on January 22, 1991 (the
"Schedule 13D") by Beleggingsmaatschappij Propfum I B.V. ("Propfum"), then known
as Beleggingsmaatschappij Midas B.V., and Stichting Pensioenfonds ABP (the
"Fund"), then known as Algemeen Burgerlijk Pensioenfonds, as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment
No. 5 thereto filed with the SEC on March 1, 1991, May 14, 1991, June 26, 1991,
March 17, 1992 and February 1, 1994, respectively, with respect to the common
stock of New Plan Realty Trust (the "Trust"). On September 28, 1998, Excel
Realty Trust, Inc. ("Excel") and the Trust consummated a merger transaction
whereby a wholly-owned subsidiary of Excel was merged with and into the Trust,
with the Trust surviving as a wholly-owned subsidiary of Excel. Pursuant to the
merger, one share of Excel common stock was issued for each outstanding share of
common stock of the Trust. After the merger, Excel was renamed New Plan Excel
Realty Trust (the "Issuer"). The amendment relates to the common stock par value
$0.01 per share (the "Common Stock") of the Issuer. The principal executive
offices of the Issuer are located at 1120 Avenue of the Americas, New York, NY
10036.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The Fund is the sole beneficial owner of and has the sole power
to vote or to direct the vote and dispose or direct the disposition of 2,370,200
shares of Common Stock representing 2.7% of the outstanding shares of the
Issuer's Common Stock. To the knowledge of the Fund, there are no shares of
Common Stock, which are beneficially owned by any director or executive officer
of the Fund.
(c) Between July 21, 1999 and February 16, 2000, the Fund sold
2,518,800 shares of Common Stock of the Issuer in a series of open market
transactions, a description of which is attached hereto as Appendix A and is
incorporated herein by reference. Except as described in Appendix A, no
transactions in the Common Stock were effected by the Fund in the 60 days
preceding the date of this Amendment.
(d) To the knowledge of the Fund, no other person has the right to
receive or the power to direct the receipt of dividends from, or proceeds from
the sale of, any shares of Common Stock beneficially owned by the Fund.
(e) On November 30, 1999, the Fund ceased to be the beneficial owner of
more than five percent of the Issuer's Common Stock.
Page 3 of 5
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Signature
After due inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
STICHTING PENSIOENFONDS ABP
Dated: March 6, 2000
By
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Rene Maatman
Authorized Signatory
By
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Jan van Roekel
Authorized Signatory
Page 4 of 5
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APPENDIX A
The following table sets forth the transactions by the Fund in the
Common Stock which were effected between July 21, 1999 and February 16, 2000.
Sales of Shares by the Fund
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Date Number of Shares Sold Price Per Share
---- --------------------- ---------------
7/21/99 94,000 $18.07
7/21/99 30,000 $18.10
9/03/99 79,300 $18.75
11/01/99 27,700 $17.38
11/02/99 72,300 $17.19
11/09/99 275,000 $16.51
11/30/99 200,000 $16.18
12/01/99 100,000 $16.26
12/07/99 140,100 $16.09
12/15/99 100,000 $14.91
1/7/00 400,000 $16.40
1/10/00 200,000 $16.33
1/18/00 152,400 $17.00
2/2/00 100,000 $16.41
2/4/00 200,000 $16.27
2/15/00 48,000 $16.11
2/16/00 300,000 $15.79
Page 5 of 5
