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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): December 7, 2000
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N'TANDEM TRUST
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
California 000-17576 33-0299846
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation or Organization) File Number) Identification Number)
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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 December 7, 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, (i) two manufactured home communities and partial
ownership interests in five other manufactured home communities (collectively,
the "WPP 5 Properties") from Windsor Park Properties 5, A California Limited
Partnership ("WPP 5"), and (ii) five manufactured home community and partial
ownership interests in five other manufactured home communities (collectively,
the "WPP 7 Properties" and, together with the WPP 5 Properties, the "Acquired
Properties") from Windsor Park Properties 7, A California Limited Partnership
("WPP 7"). Both WPP 5 and WPP 7 are affiliates of the Trust.
The WPP 5 Properties consisted of:
. Lakeside, a 103-site manufactured home community, located in Lithia
Springs, Georgia;
. Plantation Estates, a 126-site manufactured home community, located in
Lithia Springs, Georgia;
. a 42% ownership interest in Town & Country Estates, a 320-site
manufactured home community, located in Tucson, Arizona;
. a 26% ownership interest in Rancho Margate, a 245-site manufactured home
community, located in Margate, Florida;
. a 26% ownership interest in Winter Haven, a 238-site manufactured home
community, located in Winter Haven, Florida;
. a 9% ownership interest in Apache East, a 123-site manufactured home
community, located in Apache Junction, Arizona; and
. a 9% ownership interest in Denali Park Estates, a 162-site manufactured
home community, located in Apache Junction, Arizona.
The WPP 7 Properties consisted of:
. Kings & Queens, a 111-site manufactured home community, located in
Lakeland, Florida;
. Lucerne Lakeside, a 140-site manufactured home community, located in
Winter Haven, Florida;
. North Glen, a 289-site manufactured home community, located in
Westfield, Indiana;
. The Hills, a 226-site manufactured home community, located in Richland,
Washington;
. Village Glen, a 143-site manufactured home community, located in
Melbourne, Florida;
. a 69% ownership interest in Garden Walk, a 484-site manufactured home
community, located in Palm Beach Gardens, Florida;
. a 60% ownership interest in Long Lake, a 134-site manufactured home
community, located in West Palm Beach, Florida;
. a 56% ownership interest in Carefree Village, a 406-site manufactured
home community, located in Tampa, Florida;
. a 26% ownership interest in Apache East, a 123-site manufactured home
community, located in Apache Junction, Arizona; and
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. a 26% ownership interest in Denali Park Estates, a 162-site manufactured
home community, located in Apache Junction, Arizona.
As a result of the acquisition of the WPP 5 Properties, the Trust holds directly
or indirectly, a 100% ownership interest in each of the Town & Country Estates,
Rancho Margate and Winter Haven communities. As a result of the acquisition of
the WPP 7 Properties, the Trust holds directly a 100% ownership interest in each
of the Garden Walk, Long Lake and Carefree Village communities. As a result of
the acquisition of the Acquired Properties, the Trust holds indirectly a 100%
ownership interest in each of the Apache East and Denali Park Estates
communities.
The aggregate purchase price paid by the Trust for the Acquired Properties was
$41,282,000, which included $25,204,800 in aggregate net proceeds payable to WPP
5 and WPP 7. Concurrently with the closing of the acquisition of the Acquired
Properties, the Trust also repaid $8,632,000 of mortgage debt that was
attributable to joint venture interests it had previously held in the Acquired
Properties. To fund these transactions, N'Tandem Properties, L.P. borrowed
$41,520,000 from Anchor National Life Insurance Company pursuant to mortgage
indebtedness on thirteen of its properties (including the Acquired Properties),
drew $3,826,600 on the Trust's $20 million acquisition line of credit with U.S.
Bank N.A., and borrowed the remainder from Chateau Communities, Inc. ("Chateau")
pursuant to an unsecured promissory note. The mortgage indebtedness with Anchor
National life Insurance Company, which was obtained on December 7, 2000, is
scheduled to mature on December 7, 2005 and bears interest at 7.63% per annum.
The acquisition line of credit, which was obtained by the Trust on November 16,
1999, has a term of two years and bears interest at LIBOR plus 100 basis points.
The acquisition line of credit is guaranteed by Chateau. The unsecured
promissory note between the Trust and Chateau bears interest at Prime plus 100
basis points and is due December 7, 2001.
The Acquired Properties were purchased pursuant to separate Purchase and Sale
Agreements between the Trust and WPP 5 and WPP 7, 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 5 and WPP 7. 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 5 and WPP 7.
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.
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(b) Exhibits:
Exhibit 10.1 Purchase and Sale Agreement, dated December 5,
2000, between N'Tandem Properties L.P., N'Tandem
Trust and Windsor Park Properties 5, A California
Limited Partnership.
Exhibit 10.2 Purchase and Sale Agreement, dated December 5,
2000, between N'Tandem Properties L.P., N'Tandem
Trust and Windsor Park Properties 7, 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: December 21, 2000 N'TANDEM TRUST
By:/s/ Gary P. McDaniel
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Gary P. McDaniel
Trustee
