<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission file number 1-11918
TRINET CORPORATE REALTY TRUST, INC.
(Exact name of Registrant as specified in its Charter)
Maryland 94-3175659
(State of incorporation) (I.R.S. Employer Identification No.)
Four Embarcadero Ctr., Suite 3150, San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
(415) 391-4300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
13,847,667 shares of Common Stock, $.01 par value as of August 1, 1996
Page 1
<PAGE> 2
TRINET CORPORATE REALTY TRUST, INC.
FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1996
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of June 30, 1996
and December 31, 1995. 3
Consolidated Statements of Operations for the six months
and three months ended June 30, 1996 and 1995. 4
Consolidated Statements of Cash Flows for the six
months ended June 30, 1996 and 1995. 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 14
-2-
<PAGE> 3
TRINET CORPORATE REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited and dollars in thousands, except per share data)
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
------------- -----------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Real estate, at cost:
Land $ 110,306 $ 95,748
Depreciable property 510,449 442,969
Other real estate 22,239 --
------------ ---------
642,994 538,717
Less accumulated depreciation (34,749) (30,260)
------------ ---------
608,245 508,457
Investment in joint venture 6,565 --
------------ ---------
Total real estate 614,810 508,457
Cash and cash equivalents 4,843 9,376
Restricted cash and investments 3,963 12,242
Deferred rent receivable 13,755 11,456
Interest rate protection agreements and loan costs, net 16,780 16,312
Other assets, net 1,858 1,884
------------ ---------
$ 656,009 $ 559,727
============ =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Debt $ 292,891 $ 244,750
Dividends payable 8,586 8,582
Other liabilities 20,681 17,055
------------ ---------
Total liabilities 322,158 270,387
------------ ---------
Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares
authorized, issued and outstanding: 2,000,000
shares at June 30, 1996 and no shares at
December 31, 1995, respectively (aggregate
liquidation preference $50,000,000) 20 --
Common stock, $.01 par value, 40,000,000 shares
authorized, issued and outstanding: 13,847,667
shares at June 30, 1996 and 13,841,667 shares
at December 31, 1995, respectively 138 138
Paid-in-capital 360,724 312,904
Distributions in excess of net income (27,031) (23,702)
------------ ---------
Total stockholders' equity 333,851 289,340
------------ ---------
$ 656,009 $ 559,727
============ =========
</TABLE>
The accompanying notes are an integral part of these financial statements
-3-
<PAGE> 4
TRINET CORPORATE REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
-------- --------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Rent $ 35,356 $ 25,355 $ 18,623 $ 13,618
Joint venture income 15 -- 15 --
Other 356 337 275 159
----------- ----------- ----------- -----------
Total revenue 35,727 25,692 18,913 13,777
Expenses:
Property operating costs 1,218 575 856 335
General and administrative 2,256 2,056 1,233 1,011
Interest 10,513 7,448 5,650 4,129
Depreciation 6,416 4,780 3,271 2,571
Amortization 1,485 1,929 754 967
----------- ----------- ----------- -----------
Net income $ 13,839 $ 8,904 $ 7,149 $ 4,764
=========== =========== =========== ===========
Earnings available to common shares $ 13,683 $ 8,904 $ 6,993 $ 4,764
=========== =========== =========== ===========
Earnings available per common share $ 0.99 $ 0.84 $ 0.51 $ 0.44
=========== =========== =========== ===========
Weighted average number of common
shares outstanding 13,841,766 10,558,794 13,841,865 10,841,667
=========== =========== =========== ===========
Dividends declared per common share to stockholders
of record as of June 28 and March 29, 1996,
and June 30 and March 31, 1995 $ 1.24 $ 1.22 $ 0.62 $ 0.61
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
-4-
<PAGE> 5
TRINET CORPORATE REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 13,839 $ 8,904
Noncash income and expenses included in net income:
Depreciation and amortization 7,901 6,709
Straight line rent adjustments (2,326) (2,017)
Gain on sale of property (1) --
Cash provided by (used for) operating
assets and liabilities:
Other assets 203 (73)
Other liabilities 3,631 536
---------- ---------
Net cash provided by operating activities 23,247 14,059
---------- ---------
Cash flows from investing activities:
Real estate acquisitions (113,933) (109,639)
Proceeds from sale of property 1,321 --
Other capital expenditures (208) (749)
--------- ---------
Net cash used in investing activities (112,820) (110,388)
--------- ---------
Cash flows from financing activities:
1995 Acquisition Facility proceeds 135,811 --
1995 Acquisition Facility payments (179,615) --
Mortgage note proceeds -- 108,095
Mortgage note principal payments (57,750) (39,415)
Proceeds from issuance of common stock 148 40,713
Proceeds from senior unsecured debt offering 149,691 --
Proceeds from issuance of preferred stock 47,691 --
Common dividends paid (17,164) (12,251)
Decrease (increase) in restricted cash and investments 8,279 (401)
Increase in interest rate protection agreements,
loan costs, and other assets (2,051) (534)
--------- ---------
Net cash provided by financing activities 85,040 96,207
--------- ---------
Decrease in cash and cash equivalents (4,533) (122)
Cash and cash equivalents, at beginning of period 9,376 9,311
--------- ---------
Cash and cash equivalents, at end of period $ 4,843 $ 9,189
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
-5-
<PAGE> 6
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share data)
1. Financial Statements:
Principles of Consolidation and Basis of Presentation:
The accompanying consolidated financial statements include the
accounts of TriNet Corporate Realty Trust, Inc. (the "Company") and its
wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
In the opinion of the Company's management, all material
adjustments considered necessary for a fair presentation of results of
operations for the interim periods have been included. The results of
consolidated operations for the six and three month periods ended June
30, 1996 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996.
Earnings Per Share:
The computation of earnings per share is based on the weighted
average number of outstanding common shares during the period. For the
purpose of these calculations, earnings are reduced by the preferred
stock dividend requirement.
2. Real Estate and Depreciation:
On March 21, 1996 the Company's 1.2 million square foot
warehouse/distribution property located in New Orleans, Louisiana was
destroyed by fire. The building is fully insured by both the tenant and
the Company. In addition, the Company's triple net lease with the tenant
requires the tenant to rebuild the property and to continue paying rent
to the Company during the reconstruction period. As a result, the Company
stopped recording depreciation on the property as of March 21, 1996 and
the net book value is reflected as "Other real estate" on the balance
sheet as of June 30, 1996.
The following table sets forth the components of depreciation
expense for the periods indicated:
<TABLE>
<CAPTION>
For the six months For the three months
ended June 30, ended June 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Real estate $6,331 $4,726 $3,231 $2,537
Corporate furniture and equipment 85 54 40 34
------ ------ ------ ------
$6,416 $4,780 $3,271 $2,571
====== ====== ====== ======
</TABLE>
3. Investment in Joint Venture:
In June 1996, the Company contributed $6,100 in cash in exchange
for a 44.7% sole general partner interest in TriNet Sunnyvale Partners,
L.P. The partnership owns a four-building research and development campus
in Sunnyvale, California, subject to a $17,000 non-recourse first
mortgage. Interest on the mortgage is due monthly at the London Interbank
Offer Rate ("LIBOR") plus a margin of 2.00%, with the principal balance
due on April 1, 1998. The Company accounts for its partnership investment
under the equity method. The limited partners' interest is convertible
into 258,894 shares of the Company's common stock after two years.
-6-
<PAGE> 7
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share data)
4. Debt:
Debt consists of the following:
<TABLE>
<CAPTION>
Balance Balance Rate Maturity
Loan June 30, 1996 December 31, 1995 as of June 30, 1996 Date
- ----------------------------- ------------- ----------------- ------------------- ------------
<C> <C> <C> <C> <C>
1994 Mortgage Loan $110,000 $110,000 LIBOR + 1.25%* 12/01/2004
7.30% $100,000 Notes due 2001 99,768 -- 7.30% 05/15/2001
7.95% $50,000 Notes due 2006 49,927 -- 7.95% 05/15/2006
1995 Acquisition Facility 33,196 77,000 LIBOR + 1.50% 10/03/1997**
NationsBank Mortgage Loan -- 29,250 -- --
CIGNA Mortgage Loan -- 28,500 -- --
-------- --------
$292,891 $244,750
======== ========
</TABLE>
* On July 1, 1996, the Company prepaid $35,000 of the 1994
Mortgage Loan, which reduced the interest rate on the
remaining balance of $75,000 from LIBOR plus 1.25% to LIBOR
plus 1.00%.
** The Company has an option to extend to a maturity date of
October 3, 1998, subject to certain conditions.
On May 22, 1996, the Company completed a public offering of
$100,000 of its 7.30% Notes due 2001 (the "2001 Notes") and $50,000 of
its 7.95% Notes due 2006 (the "2006 Notes" and, together with the 2001
Notes, the "Notes"). The 2001 Notes were sold at a price of 99.764% of
the face value, and the 2006 Notes were sold at a price of 99.853% of the
face value resulting in proceeds (net of the price discount and
issuance costs) of approximately $147,800. The Notes are senior
unsecured obligations of the Company and rank equally with the Company's
other unsecured and unsubordinated indebtedness. Subject to certain
conditions, the Notes are redeemable at any time at the option of the
Company. Interest on the Notes is paid semi-annually in arrears. The
discounts on the Notes are being amortized over the respective lives of
the loans using the effective interest method.
The 30-day LIBOR as of June 30, 1996 was 5.50%. During 1995, the
Company entered into interest rate protection agreements with a
financial institution which, together with certain existing interest
rate cap agreements, effectively fix the interest rates on up to
$160,000 of the Company's LIBOR based borrowings at 5.58% plus the
applicable margin. The actual borrowing cost to the Company with
respect to indebtedness covered by the protection agreements will
depend upon the applicable margin over LIBOR for such indebtedness,
which will be determined by the terms of the relevant debt instruments.
-7-
<PAGE> 8
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share data)
The following table represents the costs and accumulated
amortization associated with these loans and unsecured notes as of June 30,
1996:
<TABLE>
<CAPTION>
Accumulated
Balance Amortization
------- ------------
<S> <C> <C>
Loan origination and debt
issuance costs $10,471 $ 1,980
Protection agreement costs 9,845 1,556
------- -------
$20,316 $ 3,536
======= =======
</TABLE>
The following table sets forth the components of amortization
expense for the periods indicated:
<TABLE>
<CAPTION>
For the six months For the three months
ended June 30, ended June 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Loan origination and debt
issuance costs $ 976 $1,063 $ 496 $ 534
Protection agreement costs 492 857 246 428
------ ------ ------ ------
$1,468 $1,920 $ 742 $ 962
====== ====== ====== ======
</TABLE>
5. Stockholders' Equity:
On June 19, 1996, the Company completed a public offering of
2,000,000 shares of 9 3/8% Series A Cumulative Preferred Stock (the
"Preferred Stock") which generated proceeds of $47,691 (net of
underwriters' discount and offering expenses). Dividends on the
Preferred Stock are paid quarterly in arrears at the rate of 9 3/8%
per annum of the $25 per share liquidation preference (equivalent to
a fixed annual rate of $2.34375 per share) in March, June, September,
and December. The Preferred Stock is not redeemable prior to June 15,
2001. The Preferred Stock has no stated maturity and is not subject
to any sinking fund or mandatory redemption.
6. Subsequent Events:
On July 3, 1996, the Company sold a 124,950 square foot office
building occupied by Linvatec Corporation and located in Largo,
Florida to Largo Lakes-1 Limited Partnership for a sale price of
approximately $11,000. The Company recognized a gain of approximately
$650 on this transaction.
-8-
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere in this
report. The amounts shown are in thousands, except share and per share data.
RESULTS OF OPERATIONS - JUNE 30, 1996 TO JUNE 30, 1995
Rental revenues for the first six months of 1996 increased by $10,001
or 39% compared to the first six months of 1995. The growth in rental revenue is
consistent with the Company's growth through the acquisition of 16 properties
since June 30, 1995. As of June 30, 1996, the Company had 108 properties.
However, five of these properties were not purchased until the last few days of
June and therefore did not contribute significantly to rental revenues for the
quarter. On July 3, 1996, the Company sold one property for approximately
$11,000 resulting in a gain of approximately $650. The proceeds from the sale
were used to reduce outstanding borrowings under the 1995 Acquisition Facility.
For the six months ended June 30, 1996, property operating costs
increased by $643 compared to the same period in 1995. This increase was
primarily due to the acquisition of the Federal Express property in March 1996,
which is subject to a net lease where the Company is responsible for up to
$1,452 in annual operating costs. General and administrative expenses increased
by $200 compared to the same period in 1995 as a result of the Company's
increased size. However as a percentage of total revenue, general and
administrative expenses decreased from 8.0% for the six months ended June 30,
1995 to 6.0% for the same period in 1996.
Interest expense increased $3,065 to $10,513 for the six months ended
June 30, 1996. This increase was due to a combination of an increased weighted
average level of debt outstanding offset in part by a decreased weighted average
interest rate in 1996. The weighted average debt outstanding was $288,000 during
the six months ended June 30, 1996 vs. $198,000 during the same period of 1995.
This increase in weighted average debt was primarily due to borrowings to
finance the acquisition of the 16 new properties, offset by periodic payments on
the 1995 Acquisition Facility and the repayment of the NationsBank and the CIGNA
mortgage loans as a result of the Notes offering, the Preferred Stock offering
and excess cash flow. The weighted average interest rate during the six months
ended June 30, 1996 was 7.27% vs. 7.53% during the same period of 1995. This
decrease is attributable to the decrease in the 30-day LIBOR from 6.0625% at
June 30, 1995 to 5.50% at June 30, 1996, and the .25% decrease in the interest
rate on the 1995 Acquisition Facility on April 1, 1996 as a result of the
Company obtaining investment grade ratings. The effect of these factors was
offset in part by the higher average interest rates payable on the Company's
recently issued fixed rate term debt, the 2001 Notes and 2006 Notes, than on the
variable rate debt replaced.
Depreciation expense for the six months ended June 30, 1996 increased
by $1,636 when compared to the same period in 1995 as a result of the Company's
larger asset base. Amortization expense decreased by 23% to $1,485 for the six
months ended June 30, 1996 compared to $1,929 in the same period of 1995 as a
result of the debt refinancing that occurred in the fourth quarter of 1995.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities increased $9,188 to $23,247
for the first six months of 1996 compared to the same period in 1995. The
increase was primarily due to rent from the 16 additional properties offset by
the increased expenses due to the increased portfolio size. Net cash used for
investing activities was $112,820 for the first six months of 1996 which was
used primarily to acquire the Lever Brothers property in Missouri, the Federal
Express property in Tennessee, the MJDesigns property in Texas, the Lockheed
Martin property in Pennsylvania, and the following properties in California: the
Lam Research property, the Fresenius and Teradyne properties and the Sunnyvale
Research Center.
-9-
<PAGE> 10
Following is an analysis of the Company's capital expenditures for the
six months ended June 30,
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Real estate acquisitions $113,933 $109,639
Building improvements 43 612
Corporate FF&E 165 137
-------- --------
$114,141 $110,388
======== ========
</TABLE>
The Company did not incur any leasing costs or tenant improvement
expenditures during the six months ended June 30, 1996, and it does not
anticipate incurring either cost until at least 1997, the first scheduled lease
expiration date in the current portfolio. The Company anticipates approximately
$800 in capital expenditures for the remainder of 1996 and approximately $1,400
in 1997.
Net cash provided by financing activities for the six months ended June
30, 1996 was $85,040 resulting from the issuance of the Notes and the Preferred
Stock offering described below, offset by payments of mortgage indebtedness and
payments on the 1995 Acquisition Facility. In addition, on July 1, 1996, the
Company borrowed $35,000 under the 1995 Acquisition Facility to make a $35,000
prepayment on the 1994 Mortgage Loan, which resulted in the interest rate on
the 1994 Mortgage Loan decreasing by 25 basis points.
In April 1996, the Company received unsecured debt ratings of Baa2,
BBB, BBB and BBB- and preferred stock ratings of Baa3, BBB-, BBB- and BB+ from
Moody's Investors Service, Fitch Investors Service, Duff & Phelps and Standard
& Poors Corporation, respectively.
On May 22, 1996, the Company completed a public offering of $100,000 of
its 2001 Notes and $50,000 of its 2006 Notes. The Notes are senior unsecured
obligations of the Company. The 2001 Notes were sold at a price of 99.764% of
the face value, and the 2006 Notes were sold at a price of 99.853% of the face
value. The proceeds (net of the price discount and issuance costs) of
approximately $147,800 were used to repay the remaining $28,300 balance of a
$29,250 mortgage loan from NationsBank of Texas, N.A. and to reduce indebtedness
under the 1995 Acquisition Facility.
On June 3, 1996, the Company repaid the $28,500 mortgage loan with
CIGNA with funds borrowed under the 1995 Acquisition Facility.
On June 19, 1996, the Company completed a public offering of 2,000,000
shares of 9 3/8% Series A Cumulative Preferred Stock (the "Preferred Stock")
which generated proceeds of $47,691 (net of underwriters' discount and offering
expenses). Dividends on the Preferred Stock are paid quarterly in arrears at the
rate of 9 3/8% per annum of the $25 per share liquidation preference (equivalent
to a fixed annual rate of $2.34375 per share) in March, June, September, and
December. The Preferred Stock is not redeemable prior to June 15, 2001. The
Preferred Stock has no stated maturity and is not subject to any sinking fund
or mandatory redemption.
The Company expects to meet certain long-term liquidity requirements,
such as property acquisitions and scheduled debt maturities, by long-term
secured and unsecured borrowings and the issuance of debt securities or
preferred and common stock of the Company. As of June 30, 1996, the Company had
on file with the Securities and Exchange Commission two Form S-3 Registration
Statements with a combined remaining availability of $171,000. The exact amount
of debt, preferred stock and common stock issued will depend on market
conditions, acquisitions, asset sales and the Company's senior unsecured debt
and preferred stock ratings at the time of issuance. Subject to market and
other conditions the Company currently anticipates issuing preferred stock
during the third quarter of 1996.
The debt outstanding as of June 30, 1996 consists of mortgage notes and
notes payable totaling $292,891. There are no scheduled principal amortization
payments in 1996.
-10-
<PAGE> 11
FUNDS FROM OPERATIONS
The Company believes that to facilitate a clear understanding of the
operating results of the Company, Funds From Operations ("FFO") should be
examined in conjunction with net income. The definition of FFO was clarified in
the National Association of Real Estate Investment Trusts, Inc. ("NAREIT") White
Paper, adopted by the NAREIT Board of Governors on March 3, 1995, as net income
(computed in accordance with generally accepted accounting principles) excluding
gains (or losses) from debt restructuring and sales of property, plus
depreciation and amortization (in each case only on real estate related assets),
less preferred stock dividends, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated partnerships and
joint ventures will be calculated to reflect FFO on the same basis. FFO should
not be considered as a substitute for net income as an indication of the
Company's performance or as a substitute for cash flow as a measure of its
liquidity. For the quarter ended June 30, 1996, FFO totaled $10,230 vs. $7,300
for the quarter ended June 30, 1995. For the six months ended June 30, 1996, FFO
totaled $20,020 vs. $13,630 for the six months ended June 30, 1995. Dividends
declared for the six months ended June 30, 1996 totaled $17,167. In the same
period in 1995, dividends declared totaled $13,226.
<TABLE>
<CAPTION>
For the six months For the three months
ended June 30, ended June 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 13,839 $ 8,904 $ 7,149 $4,764
Real estate depreciation 6,331 4,726 3,231 2,536
Joint venture income (15) -- (15) --
Joint venture FFO 22 -- 22 --
Gain on sale of property (1) -- (1) --
Preferred stock dividends (156) -- (156) --
-------- ------- -------- ------
Total funds from operations $ 20,020 $13,630 $ 10,230 $7,300
======== ======= ======== ======
</TABLE>
-11-
<PAGE> 12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on May 22, 1996.
The stockholders voted to elect Willis Andersen Jr., Jay H. Shidler,
and Stephen B. Oresman as Class III Directors of the Company until
1999. 9,762,939 votes were cast for, and 51,693 votes were withheld
from the election of Mr. Andersen, 9,769,994 votes were cast for, and
44,638 votes were withheld from the election of Mr. Shidler, 9,761,041
votes were cast for, and 53,591 votes were withheld from the election
of Mr. Oresman. Mark S. Whiting and Robert D. Morris will continue to
serve as Class I Directors until their present terms expire in 1997 and
their successors are duly elected. Robert W. Holman and John G.
McDonald will continue to serve as Class II Directors until their
present terms expire in 1998 and their successors are duly elected.
The stockholders also voted to ratify the Board of Directors' selection
of Coopers & Lybrand L.L.P. as the Company's independent auditors for
the fiscal year ending December 31, 1996. 9,748,581 votes were cast in
favor of this proposal, and 22,252 votes were cast against it. (No
broker non-votes were recorded.)
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
1.1 Definitive Underwriting Agreement dated June 14, 1996
relating to the sale of 9 3/8% Series A Cumulative Preferred
Stock, par value $.01 per share (Incorporated by reference
to Exhibit 1.1 to the Current Report on Form 8-K, dated June
14, 1996 of TriNet Corporate Realty Trust, Inc.)
3.1 Definitive Articles Supplementary Establishing and Fixing
the Rights and Preferences of a Series of Shares of Preferred
Stock (Incorporated by reference to Exhibit 1 of Form 8-A/A
of TriNet Corporate Realty Trust, Inc., dated June 26, 1996,
filed with the Securities and Exchange Commission on June 28,
1996.)
4.1 Definitive Supplemental Indenture No. 1, dated as of May 22,
1996, relating to the 7.30% Notes due 2001 and the 7.95%
Notes due 2006 (Incorporated by reference to Exhibit 4.1 to
the Current Report on Form 8-K, dated June 14, 1996 of
TriNet Corporate Realty Trust, Inc.)
4.2 Definitive Indenture, dated as of May 22, 1996 (Incorporated
by reference to Exhibit 4.2 to the Current Report on Form
8-K, dated June 14, 1996 of TriNet Corporate Realty Trust,
Inc.)
27. Financial Data Schedule
Reports on Form 8-K.
1. On May 2, 1996, the Company filed a report on Form 8-K/A with
the Securities and Exchange Commission to report the audited
historical financial statements and pro forma financial
statements relating to the six acquisitions reported in the
Form 8-K filed with the Securities and Exchange Commission on
April 12, 1996.
2. On May 10, 1996, the Company filed a report on Form 8-K with
the Securities and Exchange Commission to provide the Form T-1
for the unsecured debt offering completed in May 1996.
3. On May 21, 1996, the Company filed a report on Form 8-K with
the Securities and Exchange Commission to provide the
underwriting agreement for the unsecured debt offering
completed in May, 1996.
-12-
<PAGE> 13
4. On May 22, 1996, the Company filed a report on Form 8-K with
the Securities and Exchange Commission to report changes in
the Board of Directors.
5. On July 1, 1996 the Company filed a report on Form 8-K with
the Securities and Exchange Commission to provide certain
documents relating to the Notes offering and the Preferred
Stock offering.
6. On July 17, 1996, the Company filed a report on Form 8-K with
the Securities and Exchange Commission to report the
acquisition of nine additional properties and the sale of two
properties since the April 12th Form 8-K filing.
-13-
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRINET CORPORATE REALTY TRUST, INC.
(Registrant)
BY: /s/ A. William Stein
------------------------------------
A. William Stein
Executive Vice President and
Chief Financial Officer
(Authorized Officer of the
Registrant and Principal
Financial Officer)
DATE: August 6, 1996
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH SECOND QUARTER FILING ON FORM 10-Q FOR THE
QUARTER ENDED JUNE 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 8,806
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 642,994
<DEPRECIATION> 34,749
<TOTAL-ASSETS> 656,009
<CURRENT-LIABILITIES> 0
<BONDS> 292,891
0
20
<COMMON> 138
<OTHER-SE> 333,693
<TOTAL-LIABILITY-AND-EQUITY> 656,009
<SALES> 35,356
<TOTAL-REVENUES> 35,727
<CGS> 0
<TOTAL-COSTS> 1,218
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,513
<INCOME-PRETAX> 13,839
<INCOME-TAX> 0
<INCOME-CONTINUING> 13,839
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,839
<EPS-PRIMARY> 0.99
<EPS-DILUTED> 0
</TABLE>
