<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 5, 1996
HOME PROPERTIES OF NEW YORK, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 1-13136 16-1455126
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation Identification
or organization) Number)
850 CLINTON SQUARE
ROCHESTER, NEW YORK 14604
(Address of principal executive offices)
Registrant's telephone number, including area code: (716) 546-4900
Not applicable
(Former name or former address, if changed since last report)
Consecutive No. Page 1 of 18
Exhibit Index at Page 18
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
AMENDMENT NO. 1 TO
CURRENT REPORT
ON FORM 8-K/A
Home Properties of New York, Inc. hereby amends items 2, 5 and 7
of its Current Report on Form 8-K, which was filed on December 6,
1996, as set forth in the pages attached hereto:
Items 2 and 5. Acquisition of Assets.
Financial Statements for the Hudson Valley Acquisitions and
Valley Park South, purchased on July 16, 1996 and November 22,
1996, respectively, are presented in Item 7.
Item 7. Financial Statements and Exhibits.
a. Financial Statements of the business acquired:
Audited statement of revenues and
certain expenses of Valley Park South Apartments
for the year ended December 31, 1995.
Audited statement of revenues and
certain expenses of the Hudson Valley Acquisitions
for the year ended December 31, 1995.
b. Pro Forma Financial Information:
Pro forma condensed consolidated balance
sheet of the Company as of September 30, 1996 and
related notes (unaudited).
Pro forma consolidated statement of
operations of the Company for the nine months
ended September 30, 1996 and for the year ended
December 31, 1995 (unaudited).
Notes to the pro forma consolidated
statement of operations of the Company for the
nine months ended September 30, 1996 and for the
year ended December 31, 1995 (unaudited).
c. Exhibits:
There are no exhibits which are filed with this report.
Page 2
<PAGE>
Valley Park South Apartments
_____
Statement of Revenues and Certain Expenses
December 31, 1995
Page 3
<PAGE>
Report of Independent Accountants
To the Board of Directors and Stockholders of
Home Properties of New York, Inc.
We have audited the accompanying statement of revenues and certain
expenses, as defined in Note 1, of Valley Park South Apartments for
the year ended December 31, 1995. The statement of revenues and
certain expenses is the responsibility of Valley Park South
Apartments' management. Our responsibility is to express an opinion
on the statement of revenues and certain expenses 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
statement of revenues and certain expenses is free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement of
revenues and certain expenses. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
statement of revenues and certain expenses. We believe that our
audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was
prepared for the purpose of complying with the rules and regulations
of the Securities and Exchange Commission, as described in Note 1,
and is not intended to be a complete presentation of Valley Park
South Apartments' revenues and expenses.
In our opinion, the statement of revenues and certain expenses
referred to above presents fairly, in all material respects, the
revenues and certain expenses, as defined in Note 1, of Valley Park
South Apartments for the year ended December 31, 1995, in conformity
with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Rochester, New York
January 24, 1997
Page 4
<PAGE>
<TABLE>
<CAPTION>
Valley Park South Apartments
Statement of Revenues and Certain Expenses
(In Thousands)
Nine Months
Ended
September 30, Year Ended
1996 December 31,
(Unaudited) 1995
<S> <C> <C>
Revenues:
Rental income $2,250 $2,963
Other income 35 52
------ ------
2,285 3,015
------ ------
Certain expenses:
Property operating and maintenance 616 731
Real estate taxes 199 274
------ ------
815 1,005
------ ------
Revenues in excess of certain expenses $1,470 $2,010
====== ======
</TABLE>
The accompanying note is an integral part of the financial statement.
Page 5
<PAGE>
Valley Park South Apartments
Note to Statement of Revenues and Certain Expenses
December 31, 1995
1. Basis of Presentation and Summary of Significant Accounting Policies
Business
The accompanying statement of revenues and certain expenses
includes the operations (see "Basis of Presentation" below) of
Valley Park South Apartments, a residential property owned by
parties not related to Home Properties of New York, Inc. (the
"Company").
The Company, through its subsidiary Home Properties of New York,
L.P., acquired 100% of the real estate of Valley Park South
Apartments, a 384 unit apartment community located in Bethlehem,
Pennsylvania, on September 30, 1996.
Basis of Presentation
The accompanying financial statement is not representative of
the actual operations of Valley Park South Apartments for the
period shown. Certain expenses have been excluded which may not
be comparable to the proposed future operations of Valley Park
South Apartments. Expenses excluded relate to property
management fees, interest expense, depreciation and amortization
expense and other expenses not directly related to the future
operations of Valley Park South Apartments. The Company is not
aware of any material factors relating to Valley Park South
Apartments that would cause the reported financial information
not to be necessarily indicative of future operating results.
Revenue Recognition
Rental income attributable to residential leases is recorded
when due from residents. Leases are generally for terms of one
year.
Interim Unaudited Financial Statement
The accompanying interim unaudited statement of revenues and
certain expenses has been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. In the
opinion of the management of the Company, all adjustments and
eliminations, consisting only of normal recurring adjustments,
necessary to present fairly the statement of revenues and
certain expenses of Valley Park South Apartments for the nine
months ended September 30, 1996, have been included. The
results of operations of such interim period are not necessarily
indicative of the results for the full year.
Page 6
<PAGE>
Hudson Valley Properties
_____
Combined Statement of Revenues and Certain Expenses
December 31, 1995
Page 7
<PAGE>
Report of Independent Accountants
To the Board of Directors and Stockholders of
Home Properties of New York, Inc.
We have audited the accompanying combined statement of revenues and
certain expenses, as defined in Note 1, of the Hudson Valley
Properties for the year ended December 31, 1995. This combined
statement of revenues and certain expenses is the responsibility of
the Hudson Valley Properties' management. Our responsibility is to
express an opinion on this combined statement of revenues and
certain expenses 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
combined statement of revenues and certain expenses is free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
combined statement of revenues and certain expenses. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of the combined statement of revenues and certain
expenses. We believe that our audit provides a reasonable basis for
our opinion.
The accompanying combined statement of revenues and certain expenses
was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission, as described
in Note 1, and is not intended to be a complete presentation of the
Hudson Valley Properties' revenues and expenses.
In our opinion, the combined statement of revenues and certain
expenses referred to above presents fairly, in all material
respects, the revenues and certain expenses, as defined in Note 1,
of the Hudson Valley Properties for the year ended December 31,
1995, in conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Rochester, New York
January 22, 1997
Page 8
<PAGE>
<TABLE>
<CAPTION>
Hudson Valley Properties
Combined Statement of Revenues and Certain Expenses
(In Thousands)
Six Months
Ended Year Ended
June 30, 1996 December 31,
(Unaudited) 1995
<S> <C> <C>
Revenues:
Rental income $1,860 $3,763
Other income 60 105
------ ------
1,920 3,868
------ ------
Certain expenses:
Property operating and maintenance 820 1,411
Real estate taxes 270 588
------ ------
1,090 1,999
------ ------
Revenues in excess of certain expenses $ 830 $1,869
====== ======
</TABLE>
The accompanying note is an integral part of the financial statement.
Page 9
<PAGE>
Hudson Valley Properties
Note to Combined Statement of Revenues and Certain Expenses
December 31, 1995
1. Basis of Presentation and Summary of Significant Accounting Policies
Business
The accompanying combined statement of revenues and certain
expenses includes the operations (see "Basis of Presentation"
below) of the Hudson Valley Properties, residential properties
owned by parties not related to Home Properties of New York,
Inc. (the "Company").
The Company, through its subsidiary Home Properties of New York,
L.P., acquired 100% of the real estate of the Hudson Valley
Properties on July 16, 1996. The properties are described as
follows:
Sunset Gardens Property - A 217 unit property located in
Kingston, New York.
Carriage Hill Property - A 140 unit property located in
Goshen, New York.
Lakeshore Villa Property - A 152 unit property located in
Port Ewen, New York.
Georgetown Property - A 75 unit property located in
Cornwall, New York.
Basis of Presentation
The accompanying financial statement is not representative of
the actual operations of the Hudson Valley Properties for the
period shown. Certain expenses have been excluded which may not
be comparable to the proposed future operations of the Hudson
Valley Properties. Expenses excluded relate to property
management fees, interest expense, depreciation and amortization
expense and other expenses not directly related to the future
operations of the Hudson Valley Properties. The Company is not
aware of any material factors relating to the Hudson Valley
Properties that would cause the reported financial information
not to be necessarily indicative of future operating results.
Revenue Recognition
Rental income attributable to residential leases is recorded
when due from residents. Leases are generally for terms of one
year.
Interim Unaudited Financial Statement
The accompanying interim unaudited combined statement of
revenues and certain expenses has been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission.
In the opinion of the management of the Company, all adjustments
and eliminations, consisting only of normal recurring
adjustments, necessary to present fairly the combined statement
of revenues and certain expenses of the Hudson Valley Properties
for the six months ended June 30, 1996, have been included. The
results of operations of such interim period are not necessarily
indicative of the results for the full year.
Page 10
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(Unaudited, In Thousands)
This unaudited pro forma Condensed Consolidated Balance Sheet is
presented as if the Company had purchased Valley Park South
Apartments on September 30, 1996. This unaudited pro forma
Condensed Consolidated Balance Sheet should be read in
conjunction with the Statement of Revenues and Certain Expenses
of Valley Park South Apartments and note thereto included
elsewhere herein. In management's opinion, all adjustments
necessary to reflect the purchase of Valley Park South Apartments
have been made.
<TABLE>
<CAPTION>
As of September 30, 1996
Home Valley
Properties Park
of New York South Pro Forma Company
Inc. (A) Apts. (B) Adjustments (C) Pro Forma
ASSETS
<S> <C> <C> <C> <C>
Real estate, net $200,891 $5,382 $13,118 (D) $219,391
Cash and cash equivalents 1,260 - - 1,260
Other assets 24,415 - 670 (E) 25,085
-------- ------ ------- --------
Total assets $226,566 $5,382 $13,788 $245,736
======== ====== ======= ========
LIABILITIES
Mortgage notes payable $110,841 $9,700 $ - $120,541
Line of credit 9,530 - 9,470 (F) 19,000
Other liabilities 7,871 - - 7,871
-------- ------ ------- --------
Total liabilities 128,242 9,700 9,470 147,412
-------- ------ ------- --------
Minority interest 18,037 - - 18,037
-------- ------ ------- --------
STOCKHOLDERS' EQUITY
Common stock 58 - - 58
Additional paid-in capital 91,979 - - 91,979
Accumulated deficit ( 11,750) ( 4,318) 4,318 (G) ( 11,750)
-------- ------ ------- -------
Total stockholders' equity 80,287 ( 4,318) 4,318 80,287
-------- ------ ------- -------
Total liabilities and
stockholders' equity $226,566 $5,382 $13,788 $245,736
======== ====== ======= ========
</TABLE>
Page 11
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(Unaudited, In Thousands)
(A) Reflects the Company's historical consolidated balance sheet
as of September 30, 1996 as reported on Form 10-Q.
The Company's historical unaudited consolidated balance
sheet includes the balance sheets of the Hudson Valley
Acquisitions (acquired on July 16, 1996), Fairways
Apartments (acquired on March 5, 1996) and Candlewood
Apartments (acquired on January 5, 1996). The historical
basis and pro forma adjustments for these acquired
properties were as follows:
<TABLE>
<CAPTION>
Historical Pro Forma Acquisition
Basis (a) Adjustments Price
<S> <C> <C> <C>
Hudson Valley Acquisitions $6,406 $10,969 $17,375 (1)
Fairways Apartments $3,648 $ 1,552 $ 5,200 (2)
Candlewood Apartments $1,015 $ 1,935 $ 2,950 (3)
</TABLE>
(a)Reflects the historical balance sheet of the assets
acquired as of the acquisition date.
(1)The Company assumed a mortgage of $14,762 and used
proceeds from a line of credit to finance the
acquisition.
(2)the Company assumed a mortgage of $4,634 and used
proceeds from a line of credit to finance the
acquisition.
(3)The Company issued UPREIT units valued at $1,770 and
used proceeds from a line of credit to finance the
acquisition.
(B) Reflects the Valley Park South Apartments historical balance
sheet as of September 30, 1996 for the assets/liabilities
acquired by the Company.
(C) The pro forma adjustments reflect the purchase of Valley
Park South Apartments, acquired on November 22, 1996, for
$18,500. The purchase price was allocated $2,459 to land,
$384 to appliances and equipment and $15,657 to building.
The appliances and equipment have an estimated useful life
of ten years and the building has an estimated useful life
of thirty-five years.
(D) Reflects the excess of the cash purchase price of $18,500
over the historical sellers's cost basis of $5,382.
(E) Reflects certain escrow deposits acquired by the Company.
(F) Represents line of credit proceeds needed to finance the
acquisition.
(G) Represents historical seller's negative capital account
zeroed out.
Page 12
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited, In Thousands, Except Share and Per Share Data)
The unaudited pro forma Consolidated Statement of Operations for
the nine months ended September 30, 1996 and for the year ended
December 31, 1995 is presented as if the acquisitions of the
Hudson Valley Acquisitions, Valley Park South Apartments and
Fairways Apartments had occurred on January 1, 1995. The
unaudited pro forma Consolidated Statement of Operations should
be read in conjunction with the Statements of Revenues and
Certain Expenses of the Hudson Valley Acquisitions and Valley
Park South Apartments and notes thereto included elsewhere
herein. In management's opinion, all adjustments necessary to
reflect the effects of the purchase of the Hudson Valley
Acquisitions, Valley Park South Apartments and Fairways
Apartments have been made.
The unaudited pro forma Consolidated Statement of Operations is
not necessarily indicative of what the actual results of
operations would have been assuming the transactions had occurred
as of the beginning of the period presented, nor does it purport
to represent the results of operations for future periods.
<TABLE>
<CAPTION>
For the Nine Months Ended September 30, 1996
Valley
Home Properties Hudson Park
of New York, Inc. Valley South Fairways Pro Forma Company
Historical (A) Apts.(B) Apts.(C) Apts.(D) Adjust. Pro Forma
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental income $30,665 $1,869 $2,250 $180 $34,955
Other income 2,291 60 35 1 2,387
Equity in income
from operations 0
of HP Management 106 106
------- ------ ------ ---- ------- -------
Total revenues 33,062 1,920 2,285 181 $ - 37,448
------- ------ ------ ---- ------- -------
Expenses:
Operating and
maintenance 15,992 1,090 815 122 18,019
General and
administrative 1,077 35(G) 1,112
Interest 6,440 1,900(E) 8,340
Depreciation and
amortization 5,995 935(F) 6,930
------ ------ ----- ---- ------ ------
Total expenses 29,504 1,090 815 122 2,870 34,401
------ ------ ----- ---- ------ ------
Income before minority
interest of
Unit holders $ 3,558 $ 830 $1,470 $ 59 ($2,870) 3,047
======= ====== ====== ===== ======
Minority interest of
Unit holders (I) 536
------
Net income $ 2,511
======
Net income per
common share $ 0.46
======
Weighted average
number of shares
outstanding 5,490,842
=========
</TABLE>
Page 13
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(Unaudited, In Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>
For the Year Ended December 31, 1995
Fairways
Valley and
Home Properties Hudson Park Candle-
of New York, Inc. Valley South wood Pro Forma Company
Historical (A) Apts.(B) Apts.(C) Apts.(D) Adjust. Pro Forma
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental income $31,705 $3,763 $2,963 $1,667 $40,098
Other income 2,561 105 52 11 2,729
Equity in income
from operations
of HP Management 35 - - - $ - 35
------- ------ ------ ------ ------ -------
Total revenues 34,301 3,868 3,015 1,678 0 42,862
------- ------ ------ ------ ------ -------
Expenses:
Operating and
maintenance 15,911 1,999 1,005 1,098 - 20,013
General and
administrative 1,200 76(G) 1,276
Interest 6,432 3,302(E) 9,734
Depreciation and
amortization 6,258 - - - 1,604(F) 7,862
------- ------ ------ ------ ------ -------
Total expenses 29,801 1,999 1,005 1,098 4,982 38,885
------- ------ ------ ------ ------ -------
Income before
minority interest
of Unit holders $ 4,500 $1,869 $2,010 $ 580 ($4,982) 3,977
======= ====== ====== ====== ======
Minority interest of
Unit holders (I) 462
-------
Income before
extraordinary item $ 3,515
=======
Income before
extraordinary item
per common share $0.65
=======
Weighted average number of
shares outstanding 5,408,434
=========
</TABLE>
Page 14
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
FOR THE YEAR ENDED DECEMBER 31, 1995
(Unaudited, In Thousands)
(A) Reflects the historical consolidated statement of operations
for the Company for the nine months ended September 30, 1996
and the historical consolidated statement of operations for
the Company and for the year ended December 31, 1995.
(B) Reflects the historical revenues and certain expenses of the
Hudson Valley Acquisitions which were not owned by the
Company for the period January 1, 1996 through July 15, 1996
and for the year ended December 31, 1995.
(C) Reflects the historical revenues and certain expenses of
Valley Park South Apartments which was not owned by the
Company for the nine months ended September 30, 1996 and for
the year ended December 31, 1995.
(D) Reflects the historical revenues and certain expenses of
Fairways Apartments which was not owned by the Company for
the period January 1, 1996 to March 4, 1996.
Candlewood Apartments acquired on January 5, 1996 is
included in the Company's historical consolidated statement
of operations for the nine months ended September 30, 1996.
(E) Reflects the increase related to debt borrowed to finance
the acquisitions. The interest is calculated as follows:
<TABLE>
<CAPTION>
Principal Interest
Balance 9 mos. 12 mos.
<S> <C> <C> <C>
Amortizing mortgage:
Hudson Valley at 7.35% (for
the period 1/196-7/15/96) $14,762 $ 588 $1,085
Valley Park South at 8.5% (for
the period 1/1/96-9/30/96) 9,700 618 825
Fairways Apartments at 8.23%
(for the period 1/1/96-3/4/96) 4,634 64 381
------- ------ ------
$29,096 $1,270 $2,291
Line of credit at 7.315%:
Hudson Valley (for the
period 1/1/96-7/15/96) 2,613 104 191
Valley Park South (for
the period 1/1/96-9/30/96) 9,470 520 693
Fairways Apartments (for
the period 1/1/96-3/4/96) 566 7 41
Candlewood 1,180 86
------- ------ ------
$13,829 $ 630 $1,012
------- ------ ------
$42,925 $1,900 $3,302
======= ====== ======
</TABLE>
Page 15
<PAGE>
The historical consolidated statement of operations for the
Company for the year ended December 31, 1995 needs twelve
months worth of interest on each loan associated with the
acquisition.
(F) Reflects depreciation and amortization related to the
acquisition. See Note C on page 7 for further information
on useful lives of these assets.
(G) Reflects the increase in General and Administrative expenses
related to the acquisition properties.
(H) Reflects the historical revenues and certain expenses of
Fairways Apartments and Candlewood Apartments which were not
owned by the Company for the year ended December 31, 1995.
(I) Reflects the increase in minority interest assuming the
Candlewood acquisition occurred on January 1, 1995.
Page 16
<PAGE>
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.
HOME PROPERTIES OF NEW YORK, INC.
(Registrant)
Date: February 4, 1997
By: /s/ David P. Gardner
--------------------
David P. Gardner
Vice President
Chief Financial Officer and
Treasurer
Date: February 4, 1997
By: /s/ Norman P. Leenhouts
-----------------------
Norman P. Leenhouts
Chairman and
Co-Chief Executive Officer
Page 17
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
EXHIBIT INDEX
There are no exhibits which are filed with this report.
Page 18
