TRINET CORPORATE REALTY TRUST INC
8-K, 1997-12-23
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
                       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): October 10, 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 October 10, 1997 through December 19, 1997, TriNet
Corporate Realty Trust, Inc. (the "Company") acquired 4 properties (the
"Acquired Properties") for an aggregate purchase price of approximately $65.2
million, plus aggregate acquisition costs of approximately $0.4 million.
Additionally, it is probable that the Company will close on a single acquisition
of two properties (the "Probable Acquisition") for approximately $21.9 million,
plus anticipated acquisition costs of $0.1 million. As of December 19, 1997, the
Company's portfolio consisted of 107 properties and, with the completion of the
Probable Acquisition, the Company's portfolio will consist of 109 properties.
The Acquired Properties and Probable Acquisition 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. Two directors of the Company were the
beneficial owners of limited partnership interests (approximately 5.8% and 2.9%
interests, respectively) in the limited partnership which was the seller of the
Hitachi PC Corporation (USA) Property (described below). These two directors
were not involved in the management of the seller generally, did not participate
in the decision by the seller to sell the Hitachi PC Corporation (USA) Property,
and abstained from participating in the decision by the Company to buy the
Hitachi PC Corporation (USA) Property. The purchase price was determined by
arm's length negotiations and was supported by an independent appraisal of the
property conducted on behalf of the Company as well as back-up offers for the
property.


      Hitachi PC Corporation (USA). On October 10, 1997, TriNet Essential
      Facilities XXVI, Inc. ("TriNet XXVI"), a wholly-owned subsidiary of the
      Company, purchased an office building comprising 102,240 square feet
      located in Milpitas, California, (the "Hitachi PC Corporation (USA)
      Property") from Barber Lane Associates, a limited partnership, for a
      purchase price of approximately $16.9 million. TriNet XXVI acquired a fee
      title interest in the Hitachi PC Corporation (USA) Property. The purchase
      price for the Hitachi PC Corporation (USA) Property was funded entirely
      from the proceeds of the Company's October 8, 1997 issuance of 4,000,000
      shares of Series C Preferred Stock. The Hitachi PC Corporation (USA)
      Property is 100% leased to Hitachi PC Corporation (USA), a wholly-owned
      subsidiary of Hitachi (America) Ltd., a wholly-owned subsidiary of Hitachi
      Ltd. of Japan.

      ADS Alliance Data Systems. On October 31, 1997, TriNet Corporate Partners
      II, L.P. ("TCPII"), a wholly-owned subsidiary of the Company, purchased an
      office/R&D building comprising approximately 61,750 square feet located in
      Dallas, Texas, (the "ADS Alliance Data Systems Property") from Waterview
      Parkway, L.P., a limited partnership, for a purchase price of
      approximately $6.5 million. TCPII acquired a fee title interest in the ADS
      Alliance Data Systems Property. The purchase price for the ADS Alliance
      Data Systems Property was funded by a $3.6 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. The ADS Alliance Data Systems Property is 100% leased to
      ADS Alliance Data Systems, Inc.
<PAGE>   3
            Hewlett-Packard Convex. On November 10, 1997, TCPII purchased an
            office/warehouse facility comprising 300,820 square feet located in
            Richardson, Texas, (the "Hewlett-Packard Convex Property") from
            AMBVEX Ltd., a limited partnership, for a purchase price of
            approximately $32.6 million. TCPII acquired a fee title interest in
            the Hewlett-Packard Convex Property. The purchase price for the
            Hewlett-Packard Convex Property was funded by a $30.8 million draw
            on the Acquisition Facility with the remainder being funded from
            working capital. The Hewlett-Packard Convex Property is 100% leased
            to the Hewlett-Packard Company.



            MultiLink, Inc. On December 19, 1997, TriNet Essential Facilities
            XXIII, Inc. ("TriNet XXIII"), a wholly-owned subsidiary of the
            Company, purchased a two-story office building comprising 77,048
            square feet located in Andover, Massachusetts, (the "MultiLink
            Property") from Andover Research Park Associates, L.P., a limited
            partnership, for a purchase price of approximately $9.2 million.
            TriNet XXIII acquired a fee title interest in the MultiLink
            Property. The purchase price for the MultiLink Property was funded
            by a $8.5 million draw on the Acquisition Facility with the
            remainder being funded from working capital. The MultiLink Property
            is 100% leased to MultiLink, Inc., a wholly owned subsidiary of
            PictureTel Corporation. MultiLink, Inc. has an option through July
            31, 2002, to purchase the property for $10.0 million.



            WellPoint. TriNet Essential Facilities XXII, Inc. ("TriNet XXII"), a
            wholly-owned subsidiary of the Company, has entered into a contract
            to purchase two properties, each with a two-story office building,
            comprising an aggregate 217,613 square feet located in Thousand
            Oaks, California, (the "WellPoint Properties") from Corporate Center
            Drive Associates L.P., a limited partnership, for a purchase price
            of approximately $21.9 million. TriNet XXII will acquire a fee title
            interest in the WellPoint Properties. The purchase price for the
            WellPoint Properties is anticipated to be funded entirely by a draw
            on the Acquisition Facility. The WellPoint Properties are 100%
            leased to the WellPoint Health Networks, Inc. Because the purchase
            of the WellPoint Properties is still pending, there can be no
            assurance that the Company will consummate the acquisition of such
            properties or, if acquired, that they will be purchased on the terms
            currently contemplated. 


      This Current Report on Form 8-K contains certain forward-looking
      statements within the meaning of the federal securities laws, including
      without limitation Section 27A of the Securities Act of 1933 and Section
      21E of the Securities Exchange Act of 1934. A number of factors could
      cause the Company's actual results, performance or achievements (in
      particular those related to the Probable Acquisition) to differ materially
      from those anticipated, including changes in the general economic climate,
      the supply of and demand for office, R&D and industrial properties in the
      Company's markets, increased construction costs, construction delays, the
      availability of financing, potential environmental liabilities and other
      factors affecting the condition of property to be acquired, the failure to
      satisfy conditions described in agreements between the Company and other
      parties, the failure of such other parties to perform such agreements and
      other risks described from time to time in the Company's reports filed
      with the Securities and Exchange Commission.
<PAGE>   4
Item 7.  Financial Statements and Exhibits

Financial Statements

      Pro Forma Financial Statements

            The pro forma financial statements of the Company reflecting the
            above transactions are included on pages F-2 to F-6.


      Historical Financial Statements

            The Historical Summary of Gross Income for the Hewlett-Packard
            Convex Property is included on pages F-7 to F-9. The Historical
            Summary of Gross Income for the Hitachi PC Corporation (USA)
            Property is not included as Hitachi PC Corporation did not occupy
            the building until October 1997. The Historical Summary of Gross
            Income for the ADS Alliance Data Systems Property is not included as
            ADS Alliance Data Systems was a sublessee during 1996 and entered
            into a new lease agreement as the sole lessee commencing July 7,
            1997. The Historical Summary of Gross Income for the MultiLink
            Property is not included as MultiLink entered into a new lease
            agreement for the property commencing August 1, 1997. The Historical
            Summary of Gross Income for the WellPoint Properties is included on
            pages F-10 to F-12.


Exhibits

      23.1 Consent of Independent Accountants
<PAGE>   5
                       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 September 30, 1997
      Unaudited pro forma consolidated statement of operations                   F-3
         for the nine months ended September 30, 1997
      Unaudited pro forma consolidated statement of operations                   F-4
         for the year ended December 31, 1996
      Notes to the pro forma financial statements                                F-5



Historical Summary of Gross Income for the Hewlett-Packard Convex Property:

      Report of independent accountants                                          F-7
      Historical summary of gross income for the year ended December 31, 1996    F-8
      Note to historical summary of gross income                                 F-9



Historical Summary of Gross Income for the WellPoint Properties:

      Report of independent accountants                                          F-10
      Historical summary of gross income for the year ended December 31, 1996    F-11
      Note to historical summary of gross income                                 F-12
</TABLE>
<PAGE>   6
                       TRINET CORPORATE REALTY TRUST, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1997
                       (UNAUDITED - DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                                 Adjustments
                                                                                         -------------------------
                                                                                          Acquired      Preferred
                                                                          Historical     Properties     Offering        Pro Forma
                                                                         -----------     ----------    -----------     -----------
<S>                                                                      <C>             <C>           <C>             <C>        
                                     ASSETS

Real estate, at cost:
       Land                                                              $   177,165     $   13,729 A  $        --     $   190,894
       Depreciable property                                                  848,249         73,861 A           --         922,110
                                                                         -----------     ----------    -----------     -----------
                                                                           1,025,414         87,590             --       1,113,004
       Less accumulated depreciation                                         (48,473)            --             --         (48,473)
                                                                         -----------     ----------    -----------     -----------
                                                                             976,941         87,590            --        1,064,531
       Investment in joint venture                                             6,981                            --           6,981
                                                                         -----------     ----------    -----------     -----------
                Total real estate                                            983,922         87,590            --        1,071,512
Cash and cash equivalents                                                      3,038        (21,841) A      15,720 B        (3,083)
Restricted cash and investments                                                4,995             --             --           4,995
Deferred rent receivable                                                      19,009             --             --          19,009
Interest rate protection agreements and loan costs, net                       14,595             --             --          14,595
Other assets, net                                                              2,985             --             --           2,985
                                                                         -----------     ----------    -----------     -----------

                                                                         $ 1,028,544     $   65,749   $    15,720     $  1,110,013
                                                                         ===========     ==========    ===========     ===========


                                 LIABILITIES AND
                              STOCKHOLDERS' EQUITY

Liabilities:
       Debt                                                              $   402,475     $   64,900 A  $   (80,900) B  $   386,475
       Dividends payable                                                      13,131             --             --          13,131
       Other liabilities                                                      33,735            849 A           --          34,584
                                                                         -----------     ----------    -----------     -----------

                Total liabilities                                            449,341         65,749        (80,900)        434,190
                                                                         -----------     ----------    -----------     -----------

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 September 30, 1997
                (aggregate liquidation preference $50,000)                        20             --             --              20
                Series B:  issued and outstanding: 1,300,000 shares
                at September 30, 1997
                (aggregate liquidation preference $32,500)                        13             --             --              13
                Series C: issued and outstanding: 4,000,000 shares
                at September 30, 1997, pro forma
                (aggregate liquidation preference $100,000)                       --             --             40 B            40
       Common stock, $.01 par value, 40,000,000 shares authorized:
                20,843,058 issued and outstanding                                208             --             --             208
                at September 30, 1997
       Paid-in-capital                                                       613,981             --         96,580 B       710,561
       Accumulated deficit                                                   (35,019)            --             --         (35,019)
                                                                         -----------     ----------    -----------     -----------

                Total stockholders' equity                                   579,203             --         96,620         675,823
                                                                         -----------     ----------    -----------     -----------

                                                                         $ 1,028,544     $   65,749    $    15,720     $ 1,110,013
                                                                         ===========     ==========    ===========     ===========
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements

                                      F-2
<PAGE>   7
                       TRINET CORPORATE REALTY TRUST, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
            (UNAUDITED - DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                   Adjustments
                                                                         ----------------------------
                                                                           Acquired       Preferred
                                                         Historical       Properties       Offering        Pro Forma
                                                        ------------     ------------    ------------     ------------
<S>                                                     <C>              <C>             <C>              <C>         
Revenues:
       Rent                                             $     75,825     $      6,121 C  $         --     $     81,946
       Joint venture income                                      628               --              --              628
       Other                                                     759               --              --              759
                                                        ------------     ------------    ------------     ------------

                Total revenue                                 77,212            6,121              --           83,333
Expenses:
       Property operating costs                                2,412               --              --            2,412
       General and administrative                              4,890               --              --            4,890
       Interest                                               18,619            3,215 D        (4,008) F        17,826
       Depreciation and amortization                          13,980            1,385 E            --           15,365
                                                        ------------     ------------    ------------     ------------

       Income before gain on sale
            of real estate and extraordinary item             37,311            1,521           4,008           42,840
       Gain of sale of real estate                               985               --              --              985
                                                        ------------     ------------    ------------     ------------

       Income before extraordinary item                       38,296            1,521           4,008           43,825

       Extraordinary gain from expropriation of land
            by local government                                   98               --              --               98
                                                        ------------     ------------    ------------     ------------

                Net income                                    38,394            1,521           4,008           43,923

                Preferred dividend requirement                (5,758)              --          (6,000)         (11,758)
                                                        ------------     ------------    ------------     ------------

                Earnings available to common shares     $     32,636     $      1,521    $     (1,992)    $     32,165
                                                        ============     ============    ============     ============

Per common share:
       Income available before extraordinary item,
         net of preferred dividend requirement          $       1.71                                      $       1.69
       Extraordinary gain from expropriation of land
            by local government                                 0.01                                              0.01
                                                        ============                                      ============
       Earnings available                               $       1.72                                      $       1.70
                                                        ============                                      ============


Weighted average number of common
  shares outstanding                                      18,960,202                                        18,960,202
                                                        ============                                      ============
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements


                                     F-3
<PAGE>   8
                       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
                                                                        -----------------------------
                                                                          Acquired        Preferred
                                                        Historical       Properties        Offering        Pro Forma
                                                       ------------     ------------     ------------     ------------


Revenues:
<S>                                                    <C>              <C>              <C>              <C>         
       Rent                                            $     75,252     $      8,161 C   $         --     $     83,413
       Joint venture income                                     455               --               --              455
       Other                                                  1,117               --               --            1,117
                                                       ------------     ------------     ------------     ------------

               Total revenue                                 76,824            8,161               --           84,985
Expenses:
       Property operating costs                               2,867               --               --            2,867
       General and administrative                             5,196               --               --            5,196
       Interest                                              20,768            4,567 D         (5,693) F        19,642
       Depreciation                                          13,479            1,847 E             --           15,326
       Amortization                                           2,879               --               --            2,879
       Provision for portfolio repositioning                  6,800               --               --            6,800
                                                       ------------     ------------     ------------     ------------

       Income before gain on sale and
            extraordinary charge                             24,835            1,747            5,693           32,275

Gain on sale of real estate                                   6,807               --               --            6,807
                                                       ------------     ------------     ------------     ------------
Income before extraordinary items                            31,642            1,747            5,693           39,082

Extraordinary gain from
       casualty loss                                          3,178               --               --            3,178
Extraordinary charge from early
       extinguishment of debt                                (2,191)              --               --           (2,191)
                                                       ------------     ------------     ------------     ------------

               Net income                              $     32,629     $      1,747     $      5,693     $     40,069

               Preferred dividend requirement                (3,646)              --           (8,000)         (11,646)
                                                       ------------     ------------     ------------     ------------

               Earnings available to common shares     $     28,983     $      1,747     $     (2,307)    $     28,423
                                                       ============     ============     ============     ============

Per common share:
       Income available before extraordinary items,
         net of preferred dividend requirement         $       2.02                                       $       1.98
       Extraordinary gain                                      0.23                                               0.23
       Extraordinary charge                                   (0.16)                                             (0.16)
                                                       ============                                       ============
       Earnings available                              $       2.09                                       $       2.05
                                                       ============                                       ============


Weighted average number of common
  shares outstanding                                     13,864,116                                         13,864,116
                                                       ============                                       ============
</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements


                                     F-4
<PAGE>   9
                       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 October 8, 1997, the
   Company completed a public offering of 4,000,000 shares of 8.00% Series C
   Cumulative Preferred Stock (the "Preferred Offering") which generated
   proceeds of approximately $96.9 million (before issuance costs). The
   accompanying unaudited pro forma consolidated balance sheet as of September
   30, 1997, has been prepared as if the acquisitions between October 10, 1997
   and December 19, 1997 of the Hitachi PC Corporation (USA) Property, the ADS
   Alliance Data Systems Property, the Hewlett-Packard Convex Property and the
   MultiLink Property, the probable acquisition of the WellPoint Properties
   (collectively, the "Acquired Properties"), and the Preferred Offering had
   occurred on September 30, 1997. The unaudited pro forma consolidated
   statements of operations for the nine months ended September 30, 1997 and for
   the year ended December 31, 1996 have been prepared as if the Preferred
   Offering and the acquisitions of the Acquired Properties had occurred on
   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 results of operations of the Company would
   have been as of and for the nine months ended September 30, 1997 or for the
   year ended December 31, 1996 had the completion of the Preferred Offering and
   the 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 purchase of the Acquired Properties.

   B. Increase in cash reflects $96.6 million of proceeds (net of offering
      costs) from the Preferred Offering. This increase is offset by the use of
      $80.9 million of the proceeds to pay down the outstanding balance on the
      Acquisition Facility.

   C. Additional rental revenue is attributable to the Acquired Properties.

   D. Additional interest expense is calculated to reflect the draw amount of
      approximately $64.9 million on the Company's Acquisition Facility in
      connection with the acquisition of the Acquired Properties, computed at a
      weighted average interest rate in effect under the Acquisition Facility
      during the nine months ended September 30, 1997 or the year ended December
      31, 1996.

   E. 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>   10
                      TRINET CORPORATE REALTY TRUST, INC.
                  NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
                                  (UNAUDITED)

   F. Decrease in interest expense reflects the use of $80.9 million of proceeds
      from the Preferred Offering to pay down the Acquisition Facility, computed
      at a weighted average interest rate in effect under the Acquisition
      Facility during the nine months ended September 30, 1997 or the year ended
      December 31, 1996.

   G. The preferred dividend requirement increased as the dividends on the 8%
      Series C Cumulative Preferred Stock are payable at a rate of 8% per annum
      which is equivalent to a fixed annual rate of $2.00 per share.


                                      F-6
<PAGE>   11
                        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 Hewlett-Packard Convex Property (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
Hewlett-Packard Convex Property, for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.




                                                      COOPERS & LYBRAND L.L.P.


San Francisco, California
December 19, 1997


                                      F-7
<PAGE>   12
                         HEWLETT-PACKARD CONVEX PROPERTY
                       HISTORICAL SUMMARY OF GROSS INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1996

Gross Income                                 $3,020,491
                                             ==========


                      The accompanying note is an integral
                         part of this historical summary


                                       F-8
<PAGE>   13
                         HEWLETT-PACKARD CONVEX 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 Hewlett-Packard Convex Property (the "Property"). The Property
      consists of four office buildings comprising 300,820 square feet located
      in Richardson, Texas.

      The Property is 100% net leased to the Hewlett-Packard Company. The lease
      agreement provides for the tenant to pay all expenses of the Property and
      expires in July 2004.

      Added to gross income is $36,357 resulting from the straight-line
      adjustment for differences between straight-line rents and contractual
      rent payments.


                                      F-9
<PAGE>   14
                        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 WellPoint Properties (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 WellPoint
Properties, for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.




                                                      COOPERS & LYBRAND L.L.P.


San Francisco, California
December 19, 1997


                                      F-10
<PAGE>   15
                              WELLPOINT PROPERTIES

                       HISTORICAL SUMMARY OF GROSS INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1996

                    Gross Income                       $702,876
                                                       ========

                      The accompanying note is an integral
                         part of this historical summary


                                      F-11
<PAGE>   16
                              WELLPOINT PROPERTIES
                 NOTE TO THE 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 WellPoint Properties (the "Properties"). The Properties consist of
      two, two-story office buildings located in Thousand Oaks, California. One
      of the office buildings (the "Existing Building") comprises 106,560 square
      feet and during 1996 was 100% net leased to WellPoint Health Networks,
      Inc. The Existing Building's operations are reflected in the Historical
      Summary.

      In 1997, the second two-story office building (the "Expansion Building")
      was completed adjacent to the Existing Building and comprises 111,053
      square feet. WellPoint Health Networks, Inc. entered into a new net lease
      agreement for the Existing Building and the Expansion Building commencing
      November 1, 1997. The new lease agreement provides for the tenant to pay
      all expenses of the Properties and expires in October 2012.

      Subtracted from gross income is $1,743 resulting from the straight-line
      adjustment for differences between straight-line rents and contractual
      rent payments.


                                      F-12
<PAGE>   17
                                   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:  December 22, 1997

<PAGE>   1
                                                                    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. 333-42717), Form
S-3 (File No. 333-29593), Form S-3 (File No. 333-19137), Form S-3 (File No.
33-79746), Form S-8 (File No. 33-79748), Form S-8 (File No. 333-02222), and Form
S-8 (File No. 333-35149) of our reports dated December 19, 1997 on our audits of
the Historical Summary of Gross Income of the Hewlett-Packard Convex Property
for the year ended December 31, 1996, and the Historical Summary of Gross Income
of the WellPoint Properties for the year ended December 31, 1996, which reports
are included in this Current Report on Form 8-K.




                                          COOPERS & LYBRAND L.L.P.

San Francisco, California
December 22, 1997


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