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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): May 31, 2000
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N'TANDEM TRUST
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(Exact Name of Registrant as Specified in Charter)
California 000-17576 33-0299846
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation or organization) File Number) Identification Number)
6160 South Syracuse Way, Greenwood Village, Colorado 80111
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(Address of Principal Executive Offices) (Zip Code)
(303) 741-3707
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(Registrant's Telephone Number, Including Area Code)
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Item 2: Acquisition or Disposition of Assets
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On May 31, 2000, N'Tandem Trust, a California business trust (the "Trust"),
through its limited partnership subsidiary, N'Tandem Properties, L.P., acquired,
in two separate transactions, four manufactured home communities and partial
ownership interests in four other manufactured home communities (collectively,
the "WPP 3 Properties") from Windsor Park Properties 3, A California Limited
Partnership ("WPP 3"), and one manufactured home community and partial ownership
interests in five other manufactured home communities (collectively, the "WPP 6
Properties" and, together with the WPP 3 Properties, the "Acquired Properties")
from Windsor Park Properties 6, A California Limited Partnership ("WPP 6").
Both WPP 3 and WPP 6 are affiliates of the Trust.
The WPP 3 Properties consisted of:
. Ponderosa, a 148-site manufactured home community, located in Indianapolis,
Indiana;
. The Pines, a 204-site manufactured home community, located in Charleston,
South Carolina;
. Shady Hills, a 249-site manufactured home community, located in Ladson,
Tennessee;
. Trailmont, a 131-site manufactured home community, located in Nashville,
Tennessee;
. a 40% ownership interest in Big Country Estates, a 253-site manufactured
home community, located in Cheyenne, Wyoming;
. a 29% ownership interest in Apache East, a 123-site manufactured home
community, located in Apache Junction, Arizona;
. a 29% ownership interest in Denali Park Estates, a 162-site manufactured
home community, located in Apache Junction, Arizona; and
. a 25% ownership interest in Harmony Ranch, a 193-site manufactured home
community, located in Thonotosassa, Florida.
The WPP 6 Properties consisted of:
. Chisholm Creek, a 251-site manufactured home community, located in Wichita,
Kansas;
. a 58% ownership interest in Town and Country Estates, a 320-site
manufactured home community, located in Tucson, Arizona;
. a 44% ownership interest in Carefree Village, a 406-site manufactured home
community, located in Tampa, Florida;
. a 41% ownership interest in Rancho Margate, a 245-site manufactured home
community, located in Margate, Florida;
. a 41% ownership interest in Winter Haven, a 238-site manufactured home
community, located in Winter Haven, Florida; and
. a 31% ownership interest in Garden Walk, a 484-site manufactured home
community, located in Palm Beach Gardens, Florida.
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The aggregate purchase price for the Acquired Properties was approximately
$25,989,600, of which $11,000,000 was borrowed from SunAmerica Life Insurance
Company pursuant to mortgage indebtedness on six of N'Tandem's properties and
the remainder of the purchase price was funded through the Trust's acquisition
line of credit with US Bank N.A. In connection with the acquisition of the
Acquired Properties, N'Tandem also assumed debt attributable to the nine partial
ownership interests in the amount of $7,462,000.
The Acquired Properties were purchased pursuant to separate Purchase and Sale
Agreements between the Trust and WPP 3 and WPP 6, respectively. Chateau
currently owns 9.8% of the Trust's outstanding shares of beneficial interest and
owns all of the issued and outstanding capital stock of the managing general
partner of both WPP 3 and WPP 6. In addition, the Chief Executive Officer of
Chateau is a trustee of the Trust and, together with the President of Chateau,
are the sole directors of the managing general partner of both WPP 3 and WPP 6.
As a result of these potential conflicts of interest between the parties, the
purchase price paid for the Acquired Properties was based upon appraisals of
such properties prepared by an independent appraiser.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
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(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.
(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.
(b) Exhibits:
Exhibit 10.1 Purchase and Sale Agreement, dated April 28, 2000,
between N'Tandem Properties L.P., N'Tandem Trust
and Windsor Park Properties 3, A California
Limited Partnership.
Exhibit 10.2 Purchase and Sale Agreement, dated April 28, 2000,
between N'Tandem Properties L.P., N'Tandem Trust
and Windsor Park Properties 6, A California
Limited Partnership.
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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.
Dated: June 12, 2000 N'TANDEM TRUST
By: /s/Gary P. McDaniel
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Gary P. McDaniel
Trustee
