<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 1997
TRINET CORPORATE REALTY TRUST, INC.
(Exact name of Registrant as specified in its charter)
Maryland
(State of Incorporation)
1-11918 94-3175659
(Commission File Number) (IRS Employer ID Number)
Four Embarcadero Center, Suite 3150
San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
(415) 391-4300
(Registrant's telephone number, including area code)
<PAGE> 2
Item 5. Other Events
Property Acquisitions. From February 18, 1997 through March 21, 1997, TriNet
Corporate Realty Trust, Inc. (the "Company") acquired nine properties (the
"Acquired Properties") for an aggregate purchase price of approximately $148.5
million, plus aggregate acquisition costs of approximately $1.2 million. As of
March 21, 1997, the Company's portfolio consisted of 88 properties. The Acquired
Properties are described below. Neither the Company, any subsidiary of the
Company, nor any director or officer of the Company was affiliated with or had a
material relationship with the seller of any property described below.
IBM Dallas. On February 18, 1997, TriNet Corporate Partners II, L. P.
("TCPII"), a wholly-owned subsidiary of the Company, purchased a
222,267 square foot operations center leased to International Business
Machines Corporation ("IBM") located in Dallas, Texas (the "IBM Dallas
Property") from WHC-Six Real Estate Limited Partnership, a Delaware
limited partnership, for a purchase price of approximately $9.9
million. TCPII acquired a fee title interest in the IBM Dallas
Property. The purchase price for the IBM Dallas Property was funded by
a $9.5 million draw on the Company's $200.0 million unsecured revolving
credit facility (the "Acquisition Facility") with a group of 11 banks
for which Morgan Guaranty Trust Company of New York is the lead agent
and The First National Bank of Boston is the managing co-agent, with
the remainder being funded from working capital.
RiverEdge Summit. On March 6, 1997, TriNet Essential Facilities XXIII,
Inc. ("TriNet XXIII"), a wholly-owned subsidiary of the Company,
purchased a 444,362 square foot office complex, consisting of two
nine-story buildings leased primarily to IBM located in Atlanta,
Georgia (the "RiverEdge Summit Property") from Gateway Georgia
Properties, Inc., a California corporation, for a purchase price of
$60.0 million. The RiverEdge Summit Property includes structured
parking and additional land for the development of a third building of
approximately 250,000 square feet. TriNet XXIII acquired a fee title
interest in the RiverEdge Summit Property. The Company used proceeds
from the common stock offering completed in February 1997 (the
"February Offering") to fund this acquisition. The RiverEdge Summit
Property is 100% leased to the four following tenants, with IBM
occupying approximately 87% of the space: IBM, A.D.A.M. Software, Inc.,
Rolm Company and The Amend Group Interests, Inc.
Cardinal Commerce Center. On March 12, 1997, TCPII purchased a 121,068
square foot single story office/flex building leased to Northern
Telecom, Inc. located in Richardson, Texas (the "Cardinal Commerce
Center Property") from Cardinal Commerce Center, Inc., a Texas
corporation, for a purchase price of approximately $9.6 million. TCPII
acquired a fee title interest in the Cardinal Commerce Center Property.
The Company used proceeds from the February Offering to fund this
acquisition.
Canyon Corporate Center. On March 14, 1997, TriNet XXIII purchased a
three-property campus totaling 309,144 square feet leased to three
tenants located in Anaheim, California (the "Canyon Corporate Center
Properties") from Canyon Corporate Properties Limited Partnership, an
Arizona limited partnership, for a purchase price of $29.0 million.
TriNet XXIII acquired a fee title interest in the Canyon Corporate
Center Properties. The purchase price was funded by approximately $19.8
million in proceeds
<PAGE> 3
from the February Offering and a $6.0 million draw on the Acquisition
Facility, with the remainder being funded from working capital. The
Canyon Corporate Center Properties are 100% leased to the following
three tenants: Los Angeles Cellular Telephone Company, Experian
Information Solutions, Inc. and Programmed Composites, Inc.
RiverPark. On March 21, 1997, TriNet XXIII purchased a three-property
office complex totaling 442,000 square feet leased to two tenants
located in North Reading, Massachusetts (the "RiverPark Properties")
from North Reading 93 Corporation and North Reading 93 Investment
Corporation, both Massachusetts corporations, for a purchase price of
$40.0 million. TriNet XXIII acquired a fee title interest in the
RiverPark Properties. The purchase price was funded by a $37.5 million
draw on the Acquisition Facility with the remainder being funded from
working capital. The RiverPark Properties are 100% leased to the
following two tenants: Lotus Development Corporation ("Lotus") and
Central National-Gottesman, Inc. Lotus has the option, under certain
agreements, to purchase the premises it currently occupies in the
RiverPark Properties. The option is exercisable from June 1, 2000 to May
31, 2001.
Item 7. Financial Statements and Exhibits
Pro Forma Financial Statements
The pro forma financial statements of the Company reflecting
the above transactions are included on pages F-2 to F-4.
Historical Financial Statements
The Historical Summary of Gross Income for the IBM Dallas
Property is included on pages F-5 to F-7. The Historical
Summary of Gross Income and Direct Operating Expenses for the
RiverEdge Summit Property is included on pages F-8 to F-10.
The Historical Summary of Gross Income for the Cardinal
Commerce Center Property is included on pages F-11 to F-13.
The Historical Summary of Gross Income for the Canyon
Corporate Center Properties is included on pages F-14 to F-16.
The Historical Summary of Gross Income for the RiverPark
Properties is included on pages F-17 to F-19.
Exhibits
23.1 Consent of Independent Accountants
<PAGE> 4
TRINET CORPORATE REALTY TRUST, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Pro Forma Financial Statements:
Unaudited pro forma consolidated balance sheet F-2
as of December 31, 1996
Unaudited pro forma consolidated statement of operations F-3
for the year ended December 31, 1996
Notes to the pro forma financial statements F-4
Historical Summary of Gross Income for the IBM Dallas Property:
Report of independent accountants F-6
Historical summary of gross income for the year
ended December 31, 1996 F-7
Note to historical summary of gross income F-8
Historical Summary of Gross Income and Direct Operating Expenses
for the RiverEdge Summit Property:
Report of independent accountants F-9
Historical summary of gross income and direct operating
expenses for the year ended December 31, 1996 F-10
Note to historical summary of gross income and direct operating
expenses F-11
Historical Summary of Gross Income for the Cardinal Commerce Center Property:
Report of independent accountants F-12
Historical summary of gross income for the period July 26, 1996
through December 31, 1996 F-13
Note to historical summary of gross income F-14
Historical Summary of Gross Income for the Canyon Corporate Center Properties:
Report of independent accountants F-15
Historical summary of gross income for the year
ended December 31, 1996 F-16
Note to historical summary of gross income F-17
Historical Summary of Gross Income for the RiverPark Properties:
Report of independent accountants F-18
Historical summary of gross income for the year
ended December 31, 1996 F-19
Note to historical summary of gross income F-20
</TABLE>
<PAGE> 5
TRINET CORPORATE REALTY TRUST, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Adjustments
------------------------
February Acquired
Historical Offering Properties Pro Forma
---------- -------- ---------- ---------
<S> <C> <C> <C> <C>
ASSETS
Real estate, at cost:
Land $ 120,084 $ - $ 18,291 C $138,375
Depreciable property 577,433 - 131,376 C 708,809
--------- -------- --------- --------
697,517 - 149,667 847,184
Less accumulated depreciation (36,360) - - (36,360)
--------- -------- --------- --------
661,157 - 149,667 810,824
Investment in joint venture 6,812 - - 6,812
--------- -------- --------- --------
Total real estate 667,969 - 149,667 817,636
Cash and cash equivalents 4,984 87,105 A, B (90,766)C 1,323
Restricted cash and investments 4,759 - - 4,759
Deferred rent receivable 14,268 - - 14,268
Interest rate protection agreements and loan costs, net 13,870 - - 13,870
Other assets, net 2,388 (120)A (149)C 2,119
--------- -------- --------- --------
$ 708,238 $ 86,985 $ 58,752 $853,975
========= ======== ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities:
Debt $ 306,931 $(111,735)B $ 53,035 C $248,231
Dividends payable 8,799 - - 8,799
Other liabilities 26,460 566 A 5,717 C 32,743
--------- -------- --------- --------
Total liabilities 342,190 (111,169) 58,752 289,773
--------- -------- --------- --------
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized
Series A: issued and outstanding: 2,000,000 shares
at December 31, 1996
(aggregate liquidation preference $50,000) 20 - - 20
Series B: issued and outstanding: 1,300,000 shares
at December 31, 1996
(aggregate liquidation preference $32,500) 13 - - 13
Common stock, $.01 par value, 40,000,000 shares
authorized, issued and outstanding at December 31,
1996: 13,966,667 actual and 20,216,667 pro forma 139 62 A - 201
Paid-in-capital 394,852 198,092 A - 592,944
Accumulated deficit (28,976) - - (28,976)
--------- -------- --------- --------
Total stockholders' equity 366,048 198,154 - 564,202
--------- -------- --------- --------
$ 708,238 $ 86,985 $ 58,752 $853,975
========= ======== ========= ========
</TABLE>
The accompanying notes are an integral
part of these financial statements
F-2
<PAGE> 6
TRINET CORPORATE REALTY TRUST, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Adjustments
--------------------------
February Acquired
Historical Offering Properties Pro Forma
------------ ------------ ---------- ---------
<S> <C> <C> <C> <C>
Revenues:
Rent $ 75,252 $ - $15,799 E $ 91,051
Joint venture income 455 - - 455
Other 1,117 - - 1,117
------------ ------------ ------- --------
Total revenue 76,824 - 15,799 92,623
Expenses:
Property operating costs 2,867 - 311 F 3,178
General and administrative 5,196 - - 5,196
Interest 20,768 (5,230)D 3,061 G 18,599
Depreciation 13,479 - 3,284 H 16,763
Amortization 2,879 - - 2,879
Provision for portfolio repositioning 6,800 - - 6,800
------------ ------------ ------- --------
Income before gain on sale and
extraordinary charge 24,835 5,230 9,142 39,207
Gain on sale of real estate 6,807 - - 6,807
------------ ------------ ------- --------
Income before extraordinary items 31,642 5,230 9,142 46,014
Extraordinary gain from
casualty loss 3,178 - - 3,178
Extraordinary charge from early
extinguishment of debt (2,191) - - (2,191)
------------ ------------ ------- --------
Net income $ 32,629 $ 5,230 $ 9,142 $ 47,001
============ ============ ======= ========
Preferred dividend requirement (3,646) - - (3,646)
Earnings available to common shares $ 28,983 $ 5,230 $ 9,142 $ 43,355
============ ============ ======= ========
Per common share:
Income available before extraordinary items,
net of preferred dividend requirement $ 2.02 $ 2.11
Extraordinary gain 0.23 0.16
Extraordinary charge (0.16) (0.11)
============ ========
Earnings available $ 2.09 $ 2.16
============ ========
Weighted average number of common
shares outstanding 13,864,116 20,114,116
============ ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements
F-3
<PAGE> 7
TRINET CORPORATE REALTY TRUST, INC.
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation.
The pro forma financial statements of TriNet Corporate Realty Trust, Inc. (the
"Company"), which are unaudited, have been prepared based on the historical
financial statements of the Company. On February 25, 1997, the Company completed
a follow-on equity offering of 6,250,000 shares of common stock (the "February
Offering") to partially fund certain acquisitions completed between February 18,
1997 and March 21, 1997 including the IBM Dallas Property, the RiverEdge Summit
Property, the Cardinal Commerce Center Property, the Canyon Corporate Center
Properties, and the RiverPark Properties, (collectively, the "Acquired
Properties"). The accompanying unaudited pro forma consolidated balance sheet as
of December 31, 1996, has been prepared as if the February Offering and the
acquisitions of the Acquired Properties had occurred December 31, 1996. The
accompanying unaudited pro forma consolidated statement of operations for the
year ended December 31, 1996, has been prepared as if the February Offering and
the acquisitions of the Acquired Properties had occurred January 1, 1996.
In management's opinion, all adjustments necessary to reflect the effects of
these transactions have been made. The pro forma financial statements should be
read in conjunction with the historical financial statements of the Company. The
pro forma financial statements are not necessarily indicative of what the
financial condition or actual results of operations of the Company would have
been as of and for the year ended December 31, 1996 had the completion of the
February Offering and acquisitions of the Acquired Properties actually occurred
on the dates indicated, nor do they purport to represent the financial condition
or results of operations for future periods.
2. Pro Forma Adjustments.
A. Reflects the proceeds from the February Offering, net of $1
million of offering expenses. The offering expenses include $120
of costs capitalized at December 31, 1996 and an estimated $566
of remaining costs.
B. Reflects the use of approximately $111.7 million of the proceeds
from the February Offering to pay down the outstanding balance
on the Company's $200.0 million revolving acquisition facility
(the "Acquisition Facility").
C. Reflects the purchase of the Acquired Properties.
D. Decreased interest expense reflects the application of proceeds
from the February Offering to pay down the outstanding balance
on the Acquisition Facility.
E. Additional rental revenue is attributable to the Acquired
Properties.
F. Additional property operating expenses attributable to the
RiverEdge Summit Property.
F-4
<PAGE> 8
G. Additional interest expense is calculated to reflect the net draw
amount of approximately $43.5 million on the Company's Acquisition
Facility in connection with the acquisition of the Acquired Properties,
computed at the weighted average interest rate in effect under the
Acquisition Facility during the year ended December 31, 1996.
H. Additional depreciation expense is calculated to reflect depreciation
attributable to the Acquired Properties. Depreciation is computed using
the straight-line method of cost recovery over 40 years for building
and improvements.
F-5
<PAGE> 9
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
TriNet Corporate Realty Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income (the
"Historical Summary") of the IBM Dallas Property, Dallas, Texas (the "Property")
for the year ended December 31, 1996. The Historical Summary is the
responsibility of the Property's owner. Our responsibility is to express an
opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
basis of the accounting used and significant estimates made by management, as
well as evaluating the overall presentation of the Historical Summary. We
believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in Note A. The Historical Summary is not intended to be a complete
presentation of the Property's gross income and expenses and may not be
comparable to results from proposed future operations of the Property.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income as described in Note A, of the IBM Dallas
Property, Dallas, Texas, for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
San Francisco, California
April 25, 1997
F-6
<PAGE> 10
IBM DALLAS PROPERTY
HISTORICAL SUMMARY OF GROSS INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C>
Gross Income $ 959,137
=============
</TABLE>
The accompanying note is an integral
part of this historical summary
F-7
<PAGE> 11
IBM DALLAS PROPERTY
NOTE TO HISTORICAL SUMMARY OF GROSS INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
A. Property and Basis of Accounting
The accompanying Historical Summary of Gross Income (the "Historical
Summary") has been prepared in accordance with Rule 3-14 of Regulation
S-X of the Securities and Exchange Commission and relates to the
operations of the IBM Dallas Property (the "Property"). The Property
consists of one office building comprising 222,267 square feet located
in Dallas, Texas. IBM has occupied the building since the beginning of
July 1996, and therefore, only six months of rental income related to
the IBM lease is included in the Historical Summary of Gross Income.
Also included in the Historical Summary is $480,708 of rental income
related to the net lease of the tenant who occupied the building prior
to IBM.
The Property is subject to a triple net lease with IBM that expires in
June 2006 and provides for the tenant to pay all expenses. Therefore,
no operating expenses have been presented in the Historical Summary.
Gross income includes $39,452 as a result of the straight-line rent
adjustment for differences between straight-line rents and contractual
rent payments.
F-8
<PAGE> 12
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
TriNet Corporate Realty Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses (the "Historical Summary") of the RiverEdge Summit Property,
Atlanta, Georgia (the "Property") for the year ended December 31, 1996. The
Historical Summary is the responsibility of the Property's owner. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
basis of the accounting used and significant estimates made by management, as
well as evaluating the overall presentation of the Historical Summary. We
believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in Note A. The Historical Summary is not intended to be a complete
presentation of the Property's gross income and expenses and may not be
comparable to results from proposed future operations of the Property.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses as described
in Note A, of the RiverEdge Summit Property, Atlanta, Georgia, for the year
ended December 31, 1996, in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
San Francisco, California
April 25, 1997
F-9
<PAGE> 13
RIVEREDGE SUMMIT PROPERTY
HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C>
Gross Income $5,776,404
Direct Operating Expenses 310,722
----------
Gross Income in Excess of Direct Operating Expenses $5,465,682
==========
</TABLE>
The accompanying note is an integral
part of this historical summary
F-10
<PAGE> 14
RIVEREDGE SUMMIT PROPERTY
NOTE TO HISTORICAL SUMMARY OF GROSS INCOME AND DIRECT OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996
A. Property and Basis of Accounting
The accompanying Historical Summary of Gross Income and Direct
Operating Expenses has been prepared in accordance with Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission and relates to
the operations of the RiverEdge Summit Property (the "Property"). In
accordance with Rule 3-14, direct operating expenses are presented
exclusive of depreciation, interest, and management fees. The Property
is an office complex, consisting of two, nine-story buildings
comprising 444,362 square feet located in Atlanta, Georgia.
The Property is subject to leases to the following four tenants: IBM,
A.D.A.M. Software, Inc., Rolm Company and The Amend Group Interests,
Inc. The four leases expire in June 2002, June 2002, October 1998 and
September 2000, respectively. The net lease agreement with IBM,
representing approximately 85% of base rental income for the Property,
provides for IBM to pay all direct operating expenses based on IBM's
pro rata share of the Property's total expenses, as defined under the
lease agreement. The gross lease agreements with A.D.A.M Software,
Inc., Rolm Company and The Amend Group Interests, Inc. provide for the
three tenants to pay their pro rata shares of the Property's total
direct operating expenses in excess of their respective base year
operating expenses, as defined under the lease agreements.
Included in rental income is $835,725 resulting from the straight-line
adjustment for differences between straight-line rents and contractual
rent payments.
F-11
<PAGE> 15
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
TriNet Corporate Realty Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income (the
"Historical Summary") of the Cardinal Commerce Center Property, Richardson,
Texas (the "Property") for the period July 26, 1996 through December 31, 1996.
The Historical Summary is the responsibility of the Property's owner. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
basis of the accounting used and significant estimates made by management, as
well as evaluating the overall presentation of the Historical Summary. We
believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in Note A. The Historical Summary is not intended to be a complete
presentation of the Property's gross income and expenses and may not be
comparable to results from proposed future operations of the Property.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income as described in Note A, of the Cardinal
Commerce Center Property, Richardson, Texas, for the period July 26, 1996
through December 31, 1996, in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
San Francisco, California
April 25, 1997
F-12
<PAGE> 16
CARDINAL COMMERCE CENTER PROPERTY
HISTORICAL SUMMARY OF GROSS INCOME
FOR THE PERIOD JULY 26, 1996 THORUGH DECEMBER 31, 1996
<TABLE>
<S> <C>
Gross Income $ 418,075
==========
</TABLE>
The accompanying note is an integral
part of this historical summary
F-13
<PAGE> 17
CARDINAL COMMERCE CENTER PROPERTY
NOTE TO HISTORICAL SUMMARY OF GROSS INCOME
FOR THE PERIOD JULY 26, 1996 THROUGH DECEMBER 31, 1996
A. Property and Basis of Accounting
The accompanying Historical Summary of Gross Income has been prepared
in accordance with Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission and relates to the operations of the Cardinal
Commerce Center Property (the "Property"). The Property consists of one
office/flex building comprising 121,068 square feet located in
Richardson, Texas. Northern Telecom, Inc. has occupied the building
since the end of July 1996, and therefore, only the period July 26,
1996 through December 31, 1996 is presented in the Historical Summary
of Gross Income.
The Property is subject to a triple net lease that expires in September
2006 and provides for the tenant to pay all expenses. Therefore, no
operating expenses have been presented in the Historical Summary. Gross
income includes $184,716 as a result of the straight-line rent
adjustment for differences between straight-line rents and contractual
rent payments.
F-14
<PAGE> 18
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
TriNet Corporate Realty Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income (the
"Historical Summary") of the Canyon Corporate Center Properties, Anaheim,
California (the "Properties") for the year ended December 31, 1996. The
Historical Summary is the responsibility of the Properties' owner. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
basis of the accounting used and significant estimates made by management, as
well as evaluating the overall presentation of the Historical Summary. We
believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in Note A. The Historical Summary is not intended to be a complete
presentation of the Properties' gross income and expenses and may not be
comparable to results from proposed future operations of the Properties.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income as described in Note A, of the Canyon
Corporate Center Properties, Anaheim, California, for the year ended December
31, 1996, in conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
San Francisco, California
April 25, 1997
F-15
<PAGE> 19
CANYON CORPORATE CENTER PROPERTIES
HISTORICAL SUMMARY OF GROSS INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C>
Gross Income $ 1,781,095
============
</TABLE>
The accompanying note is an integral
part of this historical summary
F-16
<PAGE> 20
CANYON CORPORATE CENTER PROPERTIES
NOTE TO HISTORICAL SUMMARY OF GROSS INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
A. Property and Basis of Accounting
The accompanying Historical Summary of Gross Income has been prepared
in accordance with Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission and relates to the operations of the Canyon
Corporate Center Properties (the "Properties"). The Properties consists
of a three-building campus totaling 309,144 square feet located in
Anaheim, California.
During 1996, two of the three buildings were occupied. The Properties
were subject to a net lease to Programmed Composites, Inc. that expires
in May 2000, and a net lease to Experian that expires in December 2005,
and provides for the tenants to pay all expenses. Therefore, no
operating expenses have been presented in the Historical Summary. Gross
income includes $148,459 as a result of the straight-line rent
adjustment for differences between straight-line rents and contractual
rent payments.
Subsequent to December 31, 1996, the Properties entered into a net
lease for the unoccupied building with Los Angeles Cellular Telephone
Company ("L.A. Cellular") that expires in September 2006. This lease
provides for L.A. Cellular to pay all expenses.
F-17
<PAGE> 21
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
TriNet Corporate Realty Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income (the
"Historical Summary") of the RiverPark Properties, North Reading, Massachusetts
(the "Properties") for the year ended December 31, 1996. The Historical Summary
is the responsibility of the Properties' owner. Our responsibility is to express
an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
basis of the accounting used and significant estimates made by management, as
well as evaluating the overall presentation of the Historical Summary. We
believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission as
described in Note A. The Historical Summary is not intended to be a complete
presentation of the Properties' gross income and expenses and may not be
comparable to results from proposed future operations of the Properties.
In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income as described in Note A, of the RiverPark
Properties, North Reading, Massachusetts, for the year ended December 31, 1996,
in conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
San Francisco, California
April 25, 1997
F-18
<PAGE> 22
RIVERPARK PROPERTIES
HISTORICAL SUMMARY OF GROSS INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C>
Gross Income $ 3,564,373
============
</TABLE>
The accompanying note is an integral
part of this historical summary
F-19
<PAGE> 23
RIVERPARK PROPERTIES
NOTE TO HISTORICAL SUMMARY OF GROSS INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
A. Property and Basis of Accounting
The accompanying Historical Summary of Gross Income has been prepared
in accordance with Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission and relates to the operations of the RiverPark
Properties (the "Properties"). The Properties consists of one office
building, one office/warehouse building, and one warehouse distribution
building, comprising 442,000 square feet located in North Reading,
Massachusetts.
During 1996, two of the Properties' buildings were occupied, subject to
two triple net leases by Lotus Development Corporation ("Lotus") that
expire in May 2002 and provide for Lotus to pay all expenses.
Therefore, no operating expenses have been presented in the Historical
Summary. Gross income includes $75,000 as a result of the straight-line
rent adjustment for differences between straight-line rents and
contractual rent payments.
Subsequent to December 31, 1996, the Properties' third building, a
warehouse distribution building, was leased to Central
National-Gottesman, Inc. ("Central") under a triple net lease which
expires in January 2009 and requires Central to pay all expenses.
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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 thereunto duly authorized.
TRINET CORPORATE REALTY TRUST, INC.
By: /s/ A. William Stein
-------------------------------------------
A. William Stein
Executive Vice President and
Chief Financial Officer
(Authorized Officer of the Registrant
and Principal Financial Officer)
Dated: April 30, 1997
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
TriNet Corporate Realty Trust, Inc. on Form S-3 (File No. 333-19137), Form S-3
(File No. 33-79746), Form S-8 (File No. 33-79748) and Form S-8 (File No.
333-02222) of our reports dated April 25, 1997 on our audits of the Historical
Summary of Gross Income of the IBM Dallas Property for the year ended December
31, 1996, the Historical Summary of Gross Income and Direct Operating Expenses
of the RiverEdge Summit Property for the year ended December 31, 1996, the
Historical Summary of Gross Income of the Cardinal Commerce Center Property for
the period July 26, 1996 through December 31, 1996, the Historical Summary of
Gross Income of the Canyon Corporate Center Properties for the year ended
December 31, 1996, and the Historical Summary of Gross Income of the RiverPark
Properties for the year ended December 31, 1996, which reports are included in
this Current Report on Form 8-K/A.
COOPERS & LYBRAND L.L.P.
San Francisco, California
April 30, 1997
