SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A. No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 33-29987
Corporate Realty Income Trust I
(Exact name of registrant as specified
in its governing instrument)
Massachusetts 13-6931017
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
388 Greenwich Street, 33rd Fl., New York, NY 10013
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 816-8237
Securities registered pursuant to Section 12(b) of the Act:
Name of each
exchange on
Title of each class which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Shares of Beneficial Interest, par value $.10 per share
(Title of Class)
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 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 ___
<PAGE>
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. [x ]
Aggregate market value of the shares of beneficial interest ("Shares")
held by non-affiliates as of a date within 60 days prior to this filing: not
applicable. Since the termination of the Trust's public offering in October,
1991, there have only been only occasional, isolated trades of the Trust's
Shares. No established public trading market for the Trust's Shares exists
and none is anticipated.
The number of the Registrant's Shares outstanding as of March 11, 1997
is 1,010,776 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
The Trust's Form 10-K Annual Report for the fiscal year ended December
31, 1996 is hereby amended by deleting the last paragraph under the caption
"The Circuit City Property" set forth in ITEM 2. PROPERTY and by adding a
substitute paragraph in lieu thereof containing summarized financial
information of Circuit City, such that, as so amended, ITEM 2. PROPERTY reads
in its entirety as follows:
"ITEM 2.PROPERTY.
The Circuit City Property
On March 27, 1990, the Trust acquired its first rental property:
the Circuit City Stores, Inc. ("Circuit City") corporate headquarters building
located outside of Richmond, Virginia. The Trust purchased the headquarters
building, and assumed the rights and obligations under a ground lease for the
underlying land, from CRA Acquisition Corp. ("CRAAC") for $25,000,000 (less
certain pro-rated closing amounts). The office building and underlying land
(the "Circuit City Property") has been leased to Circuit City under a triple
net lease for use by Circuit City as its corporate headquarters.
Funding sources for the purchase price of the Circuit City
Property were as follows: offering proceeds and cash in the amount of
$9,313,609; a first mortgage loan in the amount of $12,500,000 from Principal
Mutual Life Insurance Company plus accrued interest of $6,552 thereon; and an
unsecured loan from CRAAC in the amount of $3,156,990, which unsecured loan was
net of $22,849 of prorated rental income and interest. The unsecured loan
from CRAAC was subsequently paid in installments as additional offering
proceeds were received and was fully repaid on April 30, 1991.
The Circuit City Property is encumbered by a Deed of Trust and
Security Agreement (the "Deed of Trust") which secures a non-recourse note from
CRAAC to Principal Mutual Life Insurance Company (the "Lender") for $12,500,000
(the "Note"). The Trust has assumed responsibility for payment on the Note and
the Trust has agreed to comply with the terms of the Deed of Trust. During the
first five years that the Note was outstanding, interest accrued at the rate of
9.25% per annum, but was payable monthly in advance at the rate of 8.5%
per annum. The unpaid interest which accrued at a rate of .75% per annum was
added monthly to the principal balance of the Note. The Note matures on March
1, 2000, subject to the right of the Trust to prepay the Note. Prepayment on
the Note is subject to a "make-whole" prepayment premium. The amount of the
premium, if any, is determined by comparing the then present value of the
future yield on the Note with the then present value of the future yield on
certain government securities specified in the Note. The Trust must pay a
premium, in the amount of the difference, only if the government securities
would yield less in the future than the Note.
The rate of interest on the Note was subject to adjustment at
the end of five years to reflect the then current interest rate offered by the
Lender for a real estate loan of similar quality, term and amount, with the
setting of an amortization arrangement as then prevalent in the lending
industry. In December 1994, the Trust reached an agreement with the Lender
with respect to the interest rate for the second five years. Effective March
1, 1995, the interest rate under the Note decreased from 9.25% to 8.875%, and
interest on the Note is now payable in full
monthly. The principal amount of the Note plus the unpaid interest which
accrued during the first five years of the loan, totaling $13,093,133 in the
aggregate, is payable on March1, 2000.
The Circuit City office building is located on approximately
18.5 acres of land, and has approximately 288,000 gross leasable square feet.
The building also houses a gymnasium/basketball court, exercise facility, full
service cafeteria with 200 seats, a 9,000 square foot computer facility with
satellite linkage to Circuit City's other business locations, and a 6,000
square foot warehouse and staging facility. The Circuit City building has
parking available for approximately 1,100 cars.
The lease for the Circuit City office building (the "Circuit
City Lease") is a triple net lease under which Circuit City is responsible for
real estate taxes, maintenance, utility fees and insurance. As sole tenant,
Circuit City occupies 100% of the leasable square footage. The Circuit City
Lease commenced on February 28, 1990 and will expire on February 28, 2010.
Circuit City has five options to renew and extend the Circuit City Lease
consisting of four ten-year periods followed by one five-year period. The
monthly rental for years one through five was $189,583 payable monthly in
advance. The monthly rental for years six through ten is $206,510 and monthly
rental for years eleven through twenty will be $238,281. The rent for
each renewal term may be adjusted by the percent change in the consumer price
index, as defined in the Circuit City Lease. Rent attributed to the Circuit
City Lease represented 76% of the Trust's total rental income in 1996, which
percentage was unchanged from 1995.
Circuit City is a leading retailer of brand name consumer electronics
and major appliances and, through its CarMax division, new and used automobiles
with 500 stores in 42 states. It also owns subsidiaries that provide consumer
financing, extended warranty programs and repair and maintenance services
relating to substantially all products it sells. Circuit City Stores, Inc. is
a public company (NYSE) and therefore it files annual, quarterly and current
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Circuit City's reports, statements and
other documents filed with the Commission may be read or copied at the
Commission's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Interested persons may call the Commission at 1-800-SEC-
0330 for further information about the public reference rooms. Circuit City's
filings are also available to the public from the Commission's internet web
site at http:/www.sec.gov. Summarized financial information of Circuit City as
of and for the years ended February 28, 1997 and February 29, 1996 and for the
year ended February 28, 1995, which was derived from the reports filed with the
Commission, is as follows:
<PAGE>
<TABLE>
<CAPTION>
1997 1996 1995
---------- -------------- ----------
<S> <C> <C> <C>
(in thousands)
Net sales $7,663,811 $7,029,123 $5,582,947
Gross profit 1,761,100 1,634,830 1,385,000
Net earnings 167,875
136,414 179,375
Current assets 2,163,133 1,735,677
Current liabilities
836,651 831,175
Total assets 3,081,173 2,526,022
Total liabilities 1,466,317 1,462,101
Stockholder's equity 1,614,856 1,063,921
</TABLE>
The Allegiance Property (formerly the "Baxter Property")
On October 9, 1991, pursuant to a Purchase and Sale Agreement
dated as of October 19, 1990 between the Trust and Birmware I Limited
Partnership ("Birmware"), a Texas limited partnership affiliated with Trammell
Crow Company, the Trust purchased all of Birmware's right, title and interest
in the land and a 123,924 square foot distribution center built thereon
(together, the "Allegiance Property") in Bessemer, Alabama. The Trust
purchased the rights to the Allegiance Property for $4,500,000, including a
7.5% development fee payable to Birmware. The Allegiance Property is located
on 10.16 acres in the Greenwood Exchange development, an industrial park
developed by Trammell Crow Company in Bessemer, and is serving as a regional
distribution center for Allegiance Healthcare Corporation ("Allegiance").
Allegiance was formed as a result of the spin-off by Baxter
International, Inc. ("Baxter International") of the distribution and surgical
manufacturing businesses of Baxter Healthcare Corporation ("Baxter"), a
subsidiary of Baxter International, which spin-off was completed on September
30, 1996. In connection with the spin-off, assets of Baxter were transferred
to Allegiance, including the net lease covering the Allegiance Property
described below.
The Trust effected the acquisition of the Allegiance Property by
means of a financing arrangement with the Industrial Development Board of the
City of Bessemer ("IDB") in the form of an Inducement and Loan Agreement (the
"Inducement and Loan Agreement"). The Inducement and Loan Agreement was
originally entered into between Birmware and the IDB and was subsequently
assigned by Birmware to the Trust. In accordance with the terms of the
Inducement and Loan Agreement, at the request of Birmware the IDB purchased the
land and constructed the building with the proceeds of a non-interest bearing
loan made by Birmware to the IDB and evidenced by a bond anticipation note.
The Trust acquired beneficial interest to the Allegiance Property upon payment
to the IDB of the purchase price of $4,500,000.
In June, 1992, the Trust financed $1,000,000 of the purchase
price pursuant to a lease financing arrangement with the IDB, under which the
IDB issued a first mortgage industrial revenue bond in the principal amount of
$1,000,000 to a third party lender, Modern Woodmen of America. The payment of
such revenue bond is collateralized by, among other things, a first mortgage
lien on the property. The loan matures on September 1, 2001 and bears
interest at an annual rate of 9.5% with monthly payments of interest only until
maturity. The Trust, in turn, entered into a lease with the IDB under which
the lease payments equal an amount sufficient to service the revenue bond. The
Trust has the option to purchase the Allegiance Property at any time after the
revenue bond has been paid in full for a nominal purchase price.
The Allegiance Property is being leased to Allegiance under a
pre-existing ten-year triple net lease which commenced on November 1, 1991 (the
"Allegiance Lease", formerly the "Baxter Lease"). As part of the spin-off from
Baxter International, Baxter assigned all of its right, title and interest
under the Baxter Lease to Allegiance, and Allegiance assumed the obligations of
Baxter under the lease accruing after the date of the assignment. Baxter
remains liable to the Trust under the Allegiance Lease except with respect to
any amendment of the Allegiance Lease subsequently entered into between the
Trust and Allegiance. The Allegiance Lease has a base annual rent of $472,500.
Allegiance is required to pay all taxes, utility charges, insurance,
maintenance and repairs, management fees and all other charges relating to the
use and occupancy of the Allegiance Property. Baxter Internationalhas
unconditionally guaranteed all of the obligations under the Allegiance Lease,
except with respect to any amendments entered into between the Trust and
Allegiance. Under the terms of the Allegiance Lease, Allegiance has
two five-year renewal options at rents which reflect increases in the Consumer
Price Index, as published by the Bureau of Labor Statistics of the
UnitedStates Department of Labor, from the initial commencement date of the
lease through the renewal date; provided, however, that pursuant to the
assignment and assumption agreement entered into between Baxter and Allegiance,
any exercise by Allegiance of an option that would extend the term of the
Allegiance Lease beyond December31, 2006 is subject to the prior consent of
Baxter. Any increase in rents may not be less than 3% nor more than 5% on a
compounded annual basis. Rent attributed to the Allegiance Lease represented
14% of the Trust's total rental income in 1996, which percentage was unchanged
from 1995.
Allegiance has the right under the Allegiance Lease to require
the Trust to pay for the expansion of the distribution center by an additional
88,920 square feet. Allegiance may exercise this right at any time during the
initial ten years of the Allegiance Lease. If Allegiance does not exercise
this option within the first five years of the Allegiance Lease, Allegiance
would be obligated to pay the Trust an additional $100,000 if it later
exercises the expansion option.
Once the distribution center is expanded, the basic term of the
Allegiance Lease will be automatically extended by five to ten years, at
Allegiance's option, provided that under no circumstances will the term of the
Allegiance Lease expire before the end of the ten-year basic term.
Commencement of the two five-year optional renewal terms would then be deferred
until the end of the extended base term. Rent on the expanded space will
depend on the length of the lease extension and prevailing interest rates at
the time of expansion, but in no event will be less than 10.5% of the total
cost of the expansion.
If Allegiance exercises the expansion option, the Trust would
attempt to finance 100% of the cost of construction of the expansion space and
to arrange the term of such financing to be coterminous with the lease
extension selected by Allegiance.
The Allegiance Property is located at the interchange of Morgan
Road and Interstate 459, a major artery serving the southern quadrant of the
Birmingham metropolitan area. Birmingham is Alabama's largest city with,
according to the National Census Bureau, a population in the metropolitan area
in 1990 of over 907,000.
Depreciation of that portion of the purchase price allocated to
the distribution center is provided by the straight line method over a 40-year
recovery period.
The Dana Property
On September 28, 1992, pursuant to a Purchase and Sale agreement
dated as of May15, 1992 between the Trust and Shannon Properties Inc.
("Shannon"), a Delaware corporation, the Trust purchased all of Shannon's
rights, title and interest in the land and a 148,000 square foot regional
assembly facility built thereon (together, the "Dana Property"). The Trust
purchased the rights to the Property for $3,100,000. The Dana Property is
located on 20.95acres in Gordonsville, Tennessee, and is serving as a regional
assembly facility for Dana Corporation ("Dana").
The Trust financed 50% of the purchase price of the Dana
Property by obtaining a first mortgage loan from American Fidelity Assurance
Company in the principal amount of $1,550,000. The loan is due on September 1,
2002 and bears interest at an annual rate of 9.5% with a 15-year amortization
of monthly payments of principal and interest of $16,185, and a balloon payment
in the amount of $770,669 payable upon maturity of the loan. The loan is
secured by a deed of trust with respect to the Dana Property and assignment of
the lease with Dana. On December 31, 1996, the balance of the loan was
$1,311,013.
The Dana Property is being leased to Dana under a pre-existing
triple net lease (the "Dana Lease") whereby Dana is required to pay all taxes,
utility charges, insurance, maintenance and repairs, management fees and all
other charges relating to the use and occupancy of the Dana Property. The
lease is for a term of 15 years, expiring on August 31, 2007. Dana has three
options to renew and extend the lease consisting of two five-year periods
followed by one term of four years and eleven months. The rent is payable
monthly in advance. The monthly rental was $26,324.17 per month through the
period ending July 31, 1996; $27,113.92 per month for the three-year period
ending July 31, 1999; $27,927.33 per month for the three-year period ending
July 31, 2002; $28,765.17 per month for the three-year period ending July 31,
2005 and $29,544.75 per month thereafter through August 31, 2007. The base
rent for each renewal term will be fixed and will equal market rates, but, in
no event less than 95% or greater than 105% of the rent in the year immediately
preceding such option period. Rent attributed to the Dana Lease represented
10% of the Trust's total rental income in 1996, which percentage was unchanged
from 1995.
Dana is a manufacturer of vehicular products, including
drivetrain components, engine parts and chassis products, and other industrial
products, including fluid power systems and industrial power transmission
products. Dana had reported revenues in 1996 of approximately $7.7 billion."
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Trust has duly caused this report to be
signed on its behalf by the undersigned, thereto duly authorized.
CORPORATE REALTY INCOME TRUST I
Dated: September 16, 1997 By:/s/ James C. Cowles
James C. Cowles, Chairman,
President and Treasurer
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 Trust and in the capacities and on the dates indicated.
Dated: September 16, 1997 By: /s/ James C. Cowles
James C. Cowles, not individually,
but as Trustee of Corporate
Realty Income Trust I and as
Chairman, President
and Treasurer
Dated: September 16, 1997 By: /s/Valerie A. St. John
Valerie A. St. John
Controller
Dated: September , 1997 By:
Richard S. Ellwood, not
individually, but as Trustee of
Corporate Realty Income Trust I
Dated: September 16, 1997 By: /s/ Edward Lowenthal
Edward Lowenthal, not
individually, but as Trustee of
Corporate Realty Income Trust I
Dated: September 16, 1997 By: /s/ Mark J. Sandler
Mark J. Sandler, not
individually, but as Trustee of
Corporate Realty Income Trust I
Dated: September 16, 1997 By: /s/ Stephen J. Treadway
Stephen J. Treadway, not
individually, but as Trustee of
Corporate Realty Income Trust I
