SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): NOVEMBER 30, 1998
-----------------
N'TANDEM TRUST
------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-21470 33-610944499
- -------------------------------------------------------------------------------
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6430 SOUTH QUEBEC STREET, ENGLEWOOD, COLORADO 80111
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 741-3707
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
------------------------------------
On November 30, 1998, N'Tandem Trust, a California business trust
(the "Trust"), acquired Southern Mobile Home Community, a mobile home
community containing 201 homesites located in Lexington Park, Maryland
("Southern"), from Southern Mobile Home Park Associates Limited Partnership,
a Virginia limited partnership, pursuant to an Agreement of Purchase and
Sale, the terms of which were determined through arms-length negotiations
between the parties. The purchase price paid for Southern was $2,350,000,
of which $2,000,000 was paid at the closing, $50,000 will be paid on the
first anniversary of the closing, and $100,000 will be paid on each of the
second, third and fourth anniversaries of the closing.
In addition, on December 3, 1998, the Trust also acquired Lexington
Manufactured Home Community, a mobile home community containing 76
homesites located in Lexington Park, Maryland ("Lexington"), and Suburban
Manufactured Home Community, a mobile home community containing 135
homesites located in Lexington Park, Maryland ("Suburban" and, together
with Southern and Lexington, the "Acquired Properties"), from Suburban
Limited, a Maryland corporation, pursuant to a Purchase Agreement, the
terms of which were determined through arms-length negotiations between the
parties. In connection with the acquisition of these two communities, the
Trust entered into a management agreement, which provides for an annual 4%
management fee and a performance-based incentive bonus (the "Management
Agreement"), with Pascal-Turner LTD. ("Pascal") pursuant to which Pascal
will be responsible for the day-to-day management of all three of the
Acquired Properties. The aggregate purchase price paid for Lexington and
Suburban was $4,250,000, of which $3,750,000 was paid at the closing and
$500,000 will be paid upon the completion of certain obligations relating
to the management of the Acquired Properties.
The Acquired Properties were acquired and are directly held by
N'Tandem at Lexington, LLC, a Maryland limited liability company and
indirect subsidiary of the Trust (the "LLC"). As a result of the
acquisitions, the LLC acquired all rights, title and interests in each of
the respective Acquired Properties, including the real property, all
improvements thereon owned by the sellers along with all licenses, permits,
fixtures, furnishings and equipment relating to the Acquired Properties.
The Trust borrowed $5,650,000 from Chateau Communities, Inc., a
publicly-held real estate investment trust which currently holds 9.8% of
the Trust's outstanding common shares of beneficial interest, to pay for
the Acquired Properties.
In determining the purchase price paid for each of the Acquired
Properties, the Trust considered, among other things, the historical and
expected cash flow from each of the Acquired Properties, the nature of the
occupancy trends and terms of the leases in place, current operating costs
and taxes, the physical condition of the Acquired Properties, the potential
to increase its cash flow and other factors. The Trust also considered the
capitalization rates of recently sold manufactured home communities in the
same geographic area as the Acquired Properties. No independent appraisals
were preformed in connection with the acquisition of the Acquired
Properties.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
------------------------------------------------------------------
(a) FINANCIAL STATEMENTS:
As of the date of this report, it is impracticable for the
Trust to file the required financial statements with respect
to the Acquired Properties. Accordingly, such required
financial statements will be filed as soon as they are
available, but in no event later than 60 days after the date
on which this report must be filed.
2
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION:
As of the date of this report, it is impracticable for the
Trust to file the required pro forma financial information
with respect to the Acquired Properties. Accordingly, such
required pro forma financial information will be filed as soon
as it is available, but in no event later than 60 days after
the date on which this report must be filed.
(c) EXHIBITS:
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
N'TANDEM TRUST
Dated: December 14, 1998 By: /S/GARY P. MCDANIEL
-------------------
Gary P. McDaniel
Trustee
3
<PAGE>
