N TANDEM TRUST
8-K, 1999-10-12
REAL ESTATE INVESTMENT TRUSTS
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                      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):  September 30, 1999
                                                   ------------------



                                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.)


6160 SOUTH SYRACUSE WAY, GREENWOOD VILLAGE, COLORADO                80111
- --------------------------------------------------------------------------------
       (Address of principal executive offices)                   (Zip Code)


                                (303) 741-3707
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)
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Item 2:   Acquisition or Disposition of Assets
          ------------------------------------

          On September 30, 1999, N'Tandem Trust, a California business trust
(the "Trust"), through its limited partnership subsidiary, N'Tandem Properties,
L.P., acquired Sea Pines, a manufactured home community containing 400 homesites
located in Mobile, Alabama (the "Acquired Property"), from Donald Williams, an
individual pursuant to a Purchase Agreement. The terms of the Purchase Agreement
were determined through arms-length negotiations between Mr. Williams and
N'Tandem Properties, L.P.

          The purchase price for the Acquired Property was $4,040,000, of which
$3,017,000 was borrowed 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 ("Chateau"), pursuant to a note entered
into between the parties. This note bears interest at 1% per annum above the
prime rate established by Bank One, N.A. Additionally, the Trust issued a
promissory note in the amount of $1,100,000, payable to Compass Bank, as
intermediary for Donald Williams. The note shall be paid in six consecutive
annual installments as follows: the first five payments shall be in the amount
of $200,000 and the sixth payment shall be in the amount of $100,000. The first
installment shall be payable on September 30, 2000, and each successive
installment shall be payable on the same day of each consecutive year thereafter
until paid in full.

          In determining the purchase price paid for the Acquired Property, the
Trust considered, among other things, the historical and expected cash flow from
the Acquired Property, the nature of the occupancy trends and terms of the
leases in place, current operating costs and taxes, the physical condition of
the Acquired Property, 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
Property. No independent appraisals were preformed in connection with the
acquisition of the Acquired Property.

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 Property. 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.

          (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 Property. 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

                                       2
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                                  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: October 13, 1999                 By: /s/ Gary P. McDaniel
                                            --------------------
                                            Gary P. McDaniel
                                            Trustee

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