<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended March 31, 1999
-------------------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
----------- -----------
Commission file number 000-21470
-----------------------
N'TANDEM TRUST
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-6109499
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6160 S. Syracuse Way, Greenwood Village, Colorado 80111
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(303) 741-3707
- --------------------------------------------------------------------------------
(Issuer's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes (x) No (_)
--- ---
At May 1, 1999, the issuer had 109,308 and 98,073 Common and Preferred Shares,
respectively, of Beneficial Interest outstanding.
Transitional small business disclosure format (check one): Yes [_] No [X]
1
<PAGE>
TABLE OF CONTENTS
PART I
------
Page
----
Item 1. Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
PART II
-------
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 15
2
<PAGE>
PART I
------
Certain matters discussed under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Quarterly
Report on Form 10-QSB may constitute forward-looking statements for purposes of
Section 21E of the Securities Exchange Act of 1934, as amended, and as such
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of N'Tandem Trust to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
3
<PAGE>
Item 1. Financial Statements
- -------
N'TANDEM TRUST
--------------
BALANCE SHEET
-------------
(unaudited)
<TABLE>
<CAPTION>
March 31, 1999
-------------------------
ASSETS
- ------
<S> <C>
Property held for investment:
Land $ 4,737,800
Buildings and improvements 12,707,900
Fixtures and equipment 74,600
-------------------------
17,520,300
Less accumulated depreciation (1,173,200)
-------------------------
16,347,100
Investments in joint ventures and limited partnerships 795,900
Cash and cash equivalents 151,600
Deferred financing costs 39,100
Other assets 473,400
-------------------------
$ 17,807,100
=========================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Mortgage note payable $ 2,050,000
Note payable to affiliate 10,651,500
Accrued expenses 888,100
Tenant deposits and other liabilities 1,020,400
Due to Advisor and affiliates 824,600
-------------------------
15,434,600
-------------------------
Shareholders' equity:
Preferred shares of beneficial interest, $0.01 par value, 500,000,000
shares authorized; 98,073 shares issued and outstanding 2,121,700
Common shares of beneficial interest, $0.01 par value, 100,000,000
shares authorized; 109,308 shares issued and outstanding 2,401,400
Dividends in excess of accumulated earnings (2,150,600)
-------------------------
2,372,500
-------------------------
$ 17,807,100
=========================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
N'TANDEM TRUST
--------------
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31
------------------------------------
1999 1998
--------------- --------------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 734,600 $ 221,000
Equity in earnings (losses) of joint ventures and
limited partnerships (8,300) (7,500)
Interest 100 600
Other 38,200 2,300
--------------- --------------
764,600 216,400
--------------- --------------
COSTS AND EXPENSES
- ------------------
Property operating 396,900 90,900
Interest 301,500 48,200
Depreciation 159,200 40,800
Advisory fee 49,100 24,900
General and administrative:
Related parties 7,900 3,800
Other 13,100 10,700
--------------- --------------
927,700 219,300
--------------- --------------
Net loss $ (163,100) $ (2,900)
=============== ==============
Preferred Dividends Paid (36,800) (36,800)
=============== ==============
Net loss attributable to common shares $ (199,900) $ (39,700)
=============== ==============
Basic and dilutive loss per common share $ (1.83) $ (0.44)
=============== ==============
Dividends per common share $ 0.38 $ 0.38
=============== ==============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
N'TANDEM TRUST
--------------
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three
Months Ended March 31
---------------------------------------------------
1999 1998
------------------------ ----------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (163,100) $ (2,900)
Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation 159,200 40,800
Equity in (earnings) losses of joint ventures and
limited partnerships 8,300 7,500
Joint ventures' cash distributions (8,300) (7,500)
Amortization of deferred financing costs 3,000 3,100
Changes in operating assets and liabilities:
Other assets (4,300) (127,500)
Accounts payable (7,000) (5,400)
Accrued expenses 262,000 134,200
Tenant deposits and other liabilities (1,300) 41,800
Due to Advisor and affiliates 97,500 20,000
------------------------ ----------------------
Net cash provided by operating activities 346,000 104,100
------------------------ ----------------------
Cash flows from investing activities:
Acquisition of and additions to property (153,600) (5,669,200)
Joint venture and limited partnerships cash
distributions 10,700 7,500
------------------------ ----------------------
Net cash used in investing activities (142,900) (5,661,700)
------------------------ ----------------------
Cash flows from financing activities:
Issuance of common Shares 0 478,500
Proceeds from note due to Chateau for property
purchase 0 5,166,500
Dividends paid (77,800) (70,700)
------------------------ ----------------------
Net cash (used in) provided by financing activities (77,800) 5,574,300
------------------------ ----------------------
Net increase (decrease) in cash and cash equivalents 125,300 16,700
Cash and cash equivalents at beginning of period 26,300 82,800
------------------------ ----------------------
Cash and cash equivalents at end of period $ 151,600 $ 99,500
======================== ======================
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
N'TANDEM TRUST
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. THE TRUST
---------
N'Tandem Trust, an unincorporated business trust (the "Trust"), was formed in
November 1991 under the laws of the State of California. The Trust was
organized to invest in existing, substantially developed and occupied
manufactured home communities. The sponsor and advisor of the Trust is The
Windsor Corporation, a California corporation (the "Advisor"). The Trust was
funded through a public offering of common shares of beneficial interest and
preferred shares of beneficial interest, which commenced in April 1992 and
terminated in April 1993. At March 31, 1999, the Trust's portfolio was
comprised of six wholly-owned and three partially-owned manufactured home
communities located in four states.
The Trust operates so as to qualify as a real estate investment trust (a "REIT")
under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended
(the "Code"). As a REIT, the Trust is required to distribute at least 95% of
its real estate investment trust taxable income.
On October 23, 1998, at the 1998 Annual Meeting of Shareholders, the Trust's
shareholders approved, among other things, (i) the conversion of the Trust from
a finite-life entity to an infinite-life entity; and (ii) the amendment and
restatement of the Trust's Declaration of Trust (the "Amended Declaration") and
the adoption of By-laws for the Trust (collectively, the "Organizational
Amendments"). The principal purposes of the Organizational Amendments were to
convert the Trust from a finite-life to an infinite-life entity and to remove
various restrictions, limitations and other requirements contained in the
Trust's previous Declaration of Trust which are not typically found in the more
modern organizational documents of leading REITs. The Amended Declaration also
provided for changing the name of the Trust from "Windsor Real Estate Investment
Trust 8" to "N'Tandem Trust."
As a result of the approval of the Organizational Amendments, the Trust now
intends to move forward with certain transactions and to effect certain changes
including the following: (i) the Trust will complete its restructuring as an
"umbrella partnership" REIT in order to facilitate tax-free and/or tax-deferred
acquisitions of additional properties, (ii) the Trust will begin implementing a
growth-oriented business plan (the "Business Plan") intended to cause the Trust
to attain greater size and asset diversity; and (iii) if successful in the
implementation of the Business Plan, the Trust anticipates that it will seek to
list the Common Shares on a national securities exchange or NASDAQ, and if
deemed appropriate, raise additional capital through an underwritten public
offering of the Common Shares or other securities of the Trust.
7
<PAGE>
Additionally, Chateau has advised the Trust that it intends to announce that the
Trust will be a primary vehicle through which Chateau will make investments in
manufactured home communities that do not fit the core asset type typical of the
existing Chateau portfolio, which is characterized by large, stable,
institutional-quality, full amenitized properties. The Trust will employ higher
levels of leverage than Chateau and will focus primarily on "lower profile
assets", meaning properties that (i) are typically not part of a portfolio of
manufactured housing community properties; (ii) are located in tertiary
demographic and geographic markets; (iii) are not managed by a nationally known
manufactured home community operator; (iv) may be smaller and are likely to have
fewer amenities; and (v) have a greater proportion of single-section homes than
the typical Chateau community. The Trust believes that its affiliation with
Chateau will benefit the Trust by providing it with access to Chateau's national
organization, management team and investment and management philosophies.
Through its affiliation with Chateau, the Trust believes that it will be exposed
to a wider range of acquisition opportunities as a result of Chateau's national
organization and knowledge of the manufactured housing community industry and
will benefit from Chateau's expertise in effectively and efficiently managing
properties.
The Trust believes that significant opportunities exist to acquire additional
properties that fit the investment objectives and guidelines set forth in its
Business Plan. The Trust anticipates that it will focus on acquisitions where
the Trust believes there is substantial opportunity to improve operational and
financial results or where for some reason, because of poor management or
otherwise, a property is operating substantially below its potential. The Trust
anticipates that the funds required to implement its Business Plan are likely to
come from (i) additional investments from Chateau or unaffiliated third parties
and (ii) traditional mortgage financing or refinancing or sales of equity and
debt securities.
At the end of the third quarter of 1998, the Trust negotiated to acquire one
manufactured home community and ownership interests in six other manufactured
home communities from Windsor Park Properties 4, a California limited
partnership ("Windsor"). The consummation of the proposed acquisition is
subject to the satisfaction of certain conditions, including the approval of
Windsor's limited partners. The purchase price for these assets will be paid by
the Trust in cash. Substantially all of the funds required by the Trust to
complete the proposed acquisition of these assets will be supplied by Chateau,
in exchange for the issuance by the Trust of an unsecured promissory note.
Pursuant to the terms of proposed acquisition, this promissory note will be in a
principal amount of $9,000,000 and will bear interest at an annual rate equal to
1% per annum above the prime rate established by Bank One, N.A. The Trust and
Chateau have discussed the possibility of converting all or a portion of the
principal amount of this promissory note into Common Shares or Preferred Shares;
however, there is no agreement or understanding between the Trust and Chateau
relating to any such conversion. On May 12, 1999, Windsor began mailing, to its
limited partners, a proxy statement describing the proposed acquisition and
seeking the consent of such limited partners to the proposed acquisition.
In addition, the Trust will seek to engage in consolidation and acquisition
transactions with other owners of manufactured home communities, which meet the
Trust's property and acquisition criteria, using its equity securities or
limited partner units of N'Tandem Properties, L.P., a newly-formed Delaware
limited partnership subsidiary of the Trust, to facilitate such transactions.
8
<PAGE>
NOTE 2. BASIS OF PRESENTATION
---------------------
The balance sheet at March 31, 1999 and the related statements of operations for
the three months ended March 31, 1999 and 1998 and the statements of cash flows
for the three months ended March 31, 1999 and 1998 are unaudited. However, in
the opinion of the Advisor, they contain all adjustments, of a normal recurring
nature, necessary for a fair presentation of such financial statements. Interim
results are not necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Trust's annual financial
statements and notes on Form 10-KSB/A for the year ended December 31, 1998.
NOTE 3. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS
------------------------------------------------------
The Trust's investments in joint ventures and limited partnerships consist of
interests in three manufactured home communities at March 31, 1999. The
combined condensed results of operations of the joint venture and limited
partnership properties for the three months ended March 31, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>
1999 1998
-------------------- ---------------------
<S> <C> <C>
Total revenues $ 315,600 $ 325,900
Expenses:
Property operating 181,000 175,400
Interest 100,400 125,800
Depreciation 70,200 68,700
General and administrative 2,100 2,100
-------------------- ---------------------
353,700 372,000
-------------------- ---------------------
Net income (loss) $ (38,100) $ (46,100)
==================== =====================
</TABLE>
NOTE 4. BASIC AND DILUTIVE LOSS PER COMMON SHARE
----------------------------------------
Basic and dilutive loss per common share is calculated and based on the
weighted average number of common shares outstanding during the period and
income or loss available to the common shareholders. The weighted average
number of common shares outstanding during the three months ended March 31, 1999
and 1998 was 109,308 and 90,169.
NOTE 5. DEBT
----
The following table sets forth certain information regarding debt at March 31,
1999.
<TABLE>
<CAPTION>
Interest Rate Maturity Principal Balance
----------------------- ---------------------- ----------------------
<S> <C> <C> <C>
Variable rate mortgage debt 7.92 % 2002 $ 2,050,000
Secured notes to Chateau 8.75 % 1999 9,300,600
Unsecured notes to Chateau 8.75 % 1999 1,350,900
-----------
$12,701,500
===========
</TABLE>
9
<PAGE>
NOTE 6. RELATED PARTY TRANSACTIONS
---------------------------
Advisory fee expense represents a fee payable to the Advisor for management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions. Advisory fee expense
for the three months ended March 31, 1999 and 1998 was $49,100 and $24,900,
respectively.
Chateau and/or its predecessor has been providing property management services
to the Trust since 1992. For this service, Chateau is paid a property
management fee, which is based on a percentage of actual gross receipts of the
properties. The total management fees paid to Chateau were $26,000 and $11,000
for the three months ended March 31, 1999 and 1998, respectively. In addition
certain direct expenses are paid by Chateau on behalf of the Trust and then
reimbursed by the Trust. These amounts were $69,100 and $15,500 for the three
months ended March 31, 1999 and 1998, respectively.
For additional information concerning the Trust's relationship, and
transactions, with Chateau, see Note 1 herein.
NOTE 7. SUBSEQUENT EVENT
----------------
On May 11, 1999, the Trust acquired Southpointe Village, a 282-site manufactured
home community located in Albuquerque, New Mexico, for $6.2 million. In order to
purchase Southpointe Village, N'Tandem borrowed $6,044,800 from Chateau at an
annual interest rate equal to 1% per annum above the prime rate established by
Bank One, N.A.
10
<PAGE>
Item 2.
- -------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Three months ended March 31, 1999 as compared to three months ended March 31,
- -----------------------------------------------------------------------------
1998
- ----
The following discussion should be read in conjunction with the financial
statements and Notes thereto included elsewhere in this Form 10-QSB.
Results of Operations
- ---------------------
The results of operations for the three months ended March 31, 1999 and 1998 are
not directly comparable due to the purchase of the Woodland Hills community in
March 1998 and the purchase of the Southern, Lexington and Suburban communities
in December 1998. The Trust incurred a net loss of $163,100 and $2,900 for the
three months ended March 31, 1999 and 1998, respectively. The net loss per
common share was $1.83 in 1999 compared to a net loss of $0.38 in 1998.
As a result of the 1998 acquisitions, all major revenue and expense categories
increased in the first quarter of 1999, specifically rent and utilities revenue,
property operating costs, advisory fee expense and depreciation.
Equity in earnings (losses) of joint ventures, which represents the Trust's
share of the net income (loss) of three joint venture properties increased
slightly from a loss of $7,500 in 1998 to a loss of $8,300 in 1999.
Interest expense increased from $48,200 in 1998 to $301,500 in 1999, due to the
1998 acquisitions.
Advisory fee expense represents a fee payable to the Advisor for management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions. Advisory fee expense
increased from $24,900 in 1998 to $49,100 for the first quarter of 1999, due to
the 1998 acquisitions.
General and administrative expenses increased from $14,500 in 1998 to $21,000 in
1999 due mainly to an increase in employee time charges from the Advisor.
Liquidity and Capital Resources
- -------------------------------
The Trust's principal uses of its liquidity and capital resources have
historically been for distributions to shareholders, property acquisitions,
payment of advisory and management fees and payment of debt service. To
maintain its qualification as a REIT under the Code, the Trust is required to
distribute to its shareholders at least 95% of its "Real Estate Investment Trust
Taxable Income" as defined in the Code. The Trust declared a quarterly
distribution on its Common Shares of $.38 per share in each of the first
quarters of 1999 and 1998. In addition, the Trust paid quarterly distributions
on its Preferred Shares of $.38 per share in each of the first quarters of 1999
and 1998. Future distributions on the Common Shares will be determined based on
actual results of operations and cash available for distribution.
11
<PAGE>
The Trust's principal source of liquidity is its cash flow generated from
operations generated from its real estate investments. Net cash provided by
operating activities was $346,000 for the three months ended March 31, 1999. At
March 31, 1999, the Trust's cash and restricted cash amounted to approximately
$151,600.
In March 1998, the Trust acquired Woodland Hills, a 627-site manufactured home
community located in Montgomery, Alabama, for $5.5 million. In order to enable
the Trust to make the acquisition, Chateau offered to make an investment in the
Trust. The Trustees accepted such offer and, on March 30, 1998, the Trust
entered into an agreement with Chateau, pursuant to which Chateau invested $5.5
million in the Trust in exchange for the issuance within 90 days of such
investment of (i) such number of Common Shares (at a price of $25 per share) as
the Trustees may determine; and (ii) promissory notes in a principal amount of
the balance of the investment. In connection with such investment, on May 11,
1998, the Trust issued to Chateau (i) 19,139 Common Shares; and (ii) two
promissory notes with an aggregate principal amount of $5,001,525.
In November 1998, the Trust acquired Southern. The purchase price paid for
Southern was $2,350,000, of which $2,000,000 was paid at closing and $350,000
will be paid over the next four years. In order to purchase Southern, N'Tandem
borrowed $1,950,000 from Chateau at an annual interest rate equal to 1% per
annum above the prime rate established by Bank One, N.A.
In December 1998, the Trust purchased Lexington and Suburban. Both Lexington
and Suburban are located in Lexington, Maryland. The aggregate purchase price
for Lexington and Suburban was $4,250,000, of which $3,750,000 was paid at
closing and $500,000 will be paid upon completion of certain obligations
relating to the management of Southern, Lexington and Suburban. In order to
purchase Lexington and Suburban, N'Tandem borrowed $3,700,000 from Chateau at an
annual interest rate of equal to 1% per annum above the prime rate established
by Bank One, N.A.
At the end of the third quarter of 1998, the Trust negotiated to acquire one
manufactured home community and ownership interests in six other manufactured
home communities from Windsor Park Properties 4. The acquisition is subject to
limited partners approval, which has not yet been obtained. The consummation of
the proposed acquisition is subject to the satisfaction of certain conditions,
including the approval of Windsor's limited partners. The purchase price for
these assets will be paid by the Trust in cash. Substantially all of the funds
required by the Trust to complete the proposed acquisition of these assets will
be supplied by Chateau, in exchange for the issuance by the Trust of an
unsecured promissory note. Pursuant to the terms of the proposed acquisition,
this promissory note will be in a principal amount of $9,000,000 and will bear
interest at an annual rate equal to 1% per annum above the prime rate
established by Bank One, N.A. The Trust and Chateau have discussed the
possibility of converting all or a portion of the principal amount of this
promissory note into Common Shares or Preferred Shares; however, there is no
agreement or understanding between the Trust and Chateau relating to any such
conversion.
The Trust's principal long-term liquidity requirements will be the repayment of
principal on its outstanding mortgage debt and the acquisition of additional
properties pursuant to the Trust's Business Plan. At March 31, 1999, the
Trust's total mortgage debt, including its proportionate share of joint venture
and limited partnership debt, was $13,671,400, consisting entirely of variable
rate debt. The average rate of interest on the variable rate debt was 8.6% at
March 31, 1999. The Trust and affiliated entities are jointly and severally
liable for the full amounts of the loans obtained jointly.
The Trust intends to fund the repayment of its mortgage debt with equity or
other debt financings, including public financings. In addition, future
acquisitions of properties will be funded through investments by Chateau or by
other third parties in the Trust or with equity or other debt financings,
including public financings. The availability of such investments or such
financings will influence the Trust's decision to proceed with, and the pace of,
future acquisition activities.
12
<PAGE>
Inflation
- ---------
All of the leases or terms of tenants' occupancies at the properties allow for
at least annual rental adjustments. In addition, all of the leases are month-
to-month and enable the Partnership to seek market rentals upon reletting the
sites. Such leases generally minimize the risk to the Partnership of any
adverse effect of inflation.
Year 2000 Compliance
- --------------------
The Advisor has assessed the impact of the year 2000 issue on its reporting
systems and operations. The year 2000 issue exists because many computer
systems and applications abbreviate dates by eliminating the first two digits of
the year, assuming that these two digits are always 19. As a result, date-
sensitive computer programs may recognize a date using "00" as the year 1900
rather than the year 2000. Unless, corrected, the potential exists for computer
system failures or incorrect processing of financial and operational
information, which could disrupt operations
Substantially all of the computer systems and applications and operating systems
in use by the Advisor and Chateau and properties have been, or are in the
process of being upgraded and modified. The Trust is of the opinion that, in
connection with those upgrades and modifications, it, as well as the Advisor and
Chateau, have addressed applicable year 2000 issues as they might affect the
computer systems and applications in use by the Advisor and Chateau and located
at the Trust's properties. The Trust anticipates that implementation of
solutions to any year 2000 issue which it may discover will require the
expenditure of sums which the Trust does not expect to be material.
The Trust is exposed to the risk that one or more of its vendors or service
providers may experience year 2000 problems which impact the ability of such
vendor or service provider to provide goods and services. Due to the
availability of alternative suppliers, this is not considered as significant a
risk with respect to the suppliers of goods. The disruption of certain
services, however, such as utilities, could, depending upon the extent of the
disruption, have a material adverse impact on the Trust's operations. To date,
the Trust is not aware of any vendor or service provider year 2000 issue that
management believes would have a material adverse impact on the Trust's
operations if the Trust, however, has no means of ensuring that its vendors or
service providers will be year 2000 ready. The inability of vendors or service
providers to complete the year 2000 resolution process in a timely fashion could
have an adverse impact on the Trust and the effect of non-compliance by vendors
or service providers is not determinable at this time. Residents who pay rent
to the Trust do not pose Year 2000 problems for the Trust given the type and
nature of the Trust's properties and residents.
Widespread disruptions in the national or international economy, including
disruptions affecting the financial markets, resulting from year 2000 issues, or
in certain industries, such as commercial or investment banks, could also have
an adverse impact on the Trust. The likelihood and effect of such disruptions
is not determinable at this time.
The Advisor expects to have all systems appropriately modified before any
significant processing malfunctions could occur and does not expect the year
2000 issue will materially impact the financial condition or operations of the
Trust.
13
<PAGE>
PART II
-------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
a) Exhibits and Index of Exhibits
3.1) Amended and Restated Declaration of Trust*
3.2) By-laws of the Company**
10.1) 1998 Equity Compensation Plan***
10.2) Investment Agreement by and between Windsor Real Estate
Investment Trust 8 and Chateau Communities, Inc.****
21) List of Subsidiaries*****
27) Financial Data Schedule
* Filed as Appendix A to the Trust's Proxy Statement for its 1998 Annual
Meeting of Shareholders filed with the Commission on September 17, 1998.
** Filed as Appendix B to the Trust's Proxy Statement for its 1998 Annual
Meeting of Shareholders filed with the Commission on September 17, 1998.
*** Filed as an attachment the Trust's Proxy Statement for its 1998 Annual
Meeting of Shareholders filed with the Commission on September 17, 1998.
**** Filed as Exhibit 7.1 to Schedule 13D (Amendment No. 2) of Chateau
Communities, Inc. filed with the Commission on December 18, 1998.
***** Filed as Exhibit 21 to the Trust's Annual Report on Form 10-KSB/A for the
year ended December 31, 1998.
b) Reports on Form 8-K
The Trust filed on December 14,1998 a Current Report on Form 8-K, dated November
30, 1998, reporting the acquisition of Southern Mobile Home Community, Lexington
Manufactured Home Community and Suburban Manufactured Home Community, all
located in Lexington Park, Maryland. On February 12, 1999, the Trust filed a
current report on Form 8-K/A containing the financial statements relating to the
acquisitions reported on the Form 8-K, dated November 30, 1998. On April 30,
1999, the Trust filed a current report on Form 8-K/A amending the financial
statements contained in the current report on Form 8-K/A filed on February 12,
1999.
The financial statements filed were as follows:
The Audited Historical Summary of Revenues and Direct Operating Expenses
for Lexington Manufactured Home Community and Suburban Manufactured Home
Community for the year ended December 31, 1997.
The Audited Historical Summary of Revenues and Direct Operating Expenses
for Southern Mobile Home Community for the year ended December 31, 1997.
The pro forma financial statements filed were as follows:
Pro Forma Condensed Statements of Operations of the Trust for the nine
months ended September 30, 1998 and for the year ended December 31, 1997
(Unaudited).
Pro Forma Condensed Balance Sheet of the Trust as of September 30, 1998
(Unaudited).
14
<PAGE>
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
N'TANDEM TRUST
By /s/ Gary P. McDaniel
----------------------------------
GARY P. MCDANIEL
Trustee
Date: May 14, 1999
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 151,600
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 17,520,300
<DEPRECIATION> (1,173,200)
<TOTAL-ASSETS> 17,807,100
<CURRENT-LIABILITIES> 0
<BONDS> 12,701,500
0
0
<COMMON> 0
<OTHER-SE> 2,372,500
<TOTAL-LIABILITY-AND-EQUITY> 17,807,100
<SALES> 0
<TOTAL-REVENUES> 764,600
<CGS> 0
<TOTAL-COSTS> 396,900
<OTHER-EXPENSES> 229,300
<LOSS-PROVISION> 0
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<NET-INCOME> (163,100)
<EPS-PRIMARY> (1.83)
<EPS-DILUTED> (1.83)
</TABLE>
