<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):
June 30, 1997
HOME PROPERTIES OF NEW YORK, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 1-13136 16-1455126
(State or other (Commission file (I.R.S. Employer
jurisdiction of number) Identification Number)
incorporation or
organization)
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 October 30,
1997, as set forth in the pages attached hereto:
Items 2 and 5. Acquisition of Assets.
Financial Statements for 1600 East Avenue Apartments and the
Palumbo Properties, purchased on September 18, 1997 and October
16, 1997, 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 1600 East Avenue Apartments
for the three years ended December 31, 1996.
Audited statement of revenues and
certain expenses of the Palumbo Properties for the
year ended December 31, 1996.
b. Pro Forma Financial Information:
Pro forma condensed consolidated balance
sheet of the Company as of September 30, 1997 and
related notes (unaudited).
Pro forma consolidated statement of
operations of the Company for the nine months
ended September 30, 1997 and for the year ended
December 31, 1996 (unaudited).
Notes to the pro forma consolidated
statement of operations of the Company for the
nine months ended September 30, 1997 and for the
year ended December 31, 1996 (unaudited).
c. Exhibit 23.0 - Consent of Coopers & Lybrand L.L.P.
Page 2
<PAGE>
1600 East Avenue Apartments
-----
Statement of Revenues and Certain Expenses
December 31, 1996, 1995 and 1994
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 1600 East Avenue
Apartments for the years ended December 31, 1996, 1995 and 1994.
The statement of revenues and certain expenses is the
responsibility of 1600 East Avenue Apartments' management. Our
responsibility is to express an opinion on the statement of
revenues and certain expenses based on our audits.
We conducted our audits 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 audits provide 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 1600 East Avenue 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 1600 East
Avenue Apartments for the year ended December 31, 1996, 1995 and
1994, in conformity with generally accepted accounting
principles.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Rochester, New York
December 18, 1997
Page 4
<PAGE>
<TABLE>
<CAPTION>
1600 East Avenue Apartments
Statement of Revenues and Certain Expenses
(In Thousands)
Period Ended Year Ended Year Ended Year Ended
September 18, December 31, December 31, December 31,
1997 1996 1995 1994
(Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Rental income $1,404 $1,894 $1,770 $1,683
Other income 33 26 38 47
------ ------ ------ ------
1,437 1,920 1,808 1,730
------ ------ ------ ------
Certain expenses:
Property operating
and maintenance 511 696 688 658
Real estate taxes 165 236 231 230
------ ------ ------ ------
676 932 919 888
------ ------ ------ ------
Revenues in excess of
certain expenses $761 $988 $889 $842
====== ====== ====== ======
</TABLE>
The accompanying note is an integral part of the financial
statement.
Page 5
<PAGE>
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
1600 East Avenue Apartments, a residential property owned by
parties not related to Home Properties of New York, Inc. (the
"Company"). However, the operations of the property were leased
to affiliates of the Company and the Company managed the property
for the affiliates. Management fees paid to the Company were
approximately $75,000, $95,000 and $38,000, respectively for the
years ended December 31, 1996, 1995, and 1994, respectively.
The Company, through its subsidiary Home Properties of New York,
L.P., acquired 100% of the real estate of 1600 East Avenue
Apartments, a 164 unit apartment community located in Rochester,
New York, on May 28, 1997.
Basis of Presentation
The accompanying financial statement is not representative of the
actual operations of 1600 East Avenue Apartments for the periods
shown. Certain expenses have been excluded which may not be
comparable to the proposed future operations of 1600 East Avenue
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
1600 East Avenue Apartments. The Company is not aware of any
material factors relating to 1600 East Avenue 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 for the period ended September 18, 1997 has been
prepared pursuant to the rules and regulations of the Securities
and Exchange Commission. The results of operations of such
interim period are not necessarily indicative of the results for
the full year.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Page 6
<PAGE>
Palumbo Properties
-----------
Statement of Revenues and Certain Expenses
December 31, 1996
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 statement of revenues and
certain expenses, as defined in Note 1, of Palumbo Properties for
the year ended December 31, 1996. The statement of revenues and
certain expenses is the responsibility of Palumbo Properties'
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 Palumbo Properties' 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 Palumbo
Properties for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Rochester, New York
December 23, 1997
Page 8
<PAGE>
<TABLE>
<CAPTION>
Palumbo Properties
Statement of Revenues and Certain Expenses
(In Thousands)
Nine Months
Ended
September 30, Year Ended
1997 December 31,
(Unaudited) 1996
------------- ------------
<S> <C> <C>
Revenues:
Rental income $1,510 $2,008
Other income 9 13
------ ------
1,519 2,021
------ ------
Certain expenses:
Property operating
and maintenance 630 759
Real estate taxes 251 534
------ ------
881 1,293
------ ------
Revenues in excess of
certain expenses $ 638 $ 728
====== ======
</TABLE>
The accompanying note is an integral part of the financial
statement.
Page 9
<PAGE>
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
Palumbo Properties, 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 Palumbo Properties, a
452 unit apartment community located in Buffalo, New York, on
October 16, 1997.
Basis of Presentation
The accompanying financial statement is not representative of the
actual operations of Palumbo Properties for the period shown.
Certain expenses have been excluded which may not be comparable
to the proposed future operations of Palumbo 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 Palumbo
Properties. The Company is not aware of any material factors
relating to Palumbo 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 statement of revenues and
certain expenses for the nine months ended September 30, 1997 has
been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. The results of operations of
such interim period are not necessarily indicative of the results
for the full year.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Page 10
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(Unaudited, In Thousands)
This unaudited pro forma Condensed Consolidated Balance Sheet is
presented as if the Company had purchased the Palumbo Properties
on September 30, 1997. This unaudited pro forma Condensed
Consolidated Balance Sheet should be read in conjunction with the
Statement of Revenues and Certain Expenses of the Palumbo
Properties and note thereto included elsewhere herein. In
management's opinion, all adjustments necessary to reflect the
purchase of the Palumbo Properties have been made.
<TABLE>
<CAPTION>
As of September 30, 1997
-----------------------------------------------------
Home
Properties
of New Palumbo Pro Forma
York Properties Adjustments Company
Inc. (A) (B) (C) Pro Forma
---------- --------- -------------- ---------
<S> <C> <C> <C> <C>
ASSETS
Real estate, net $340,647 $1,569 $ 9,731 (D) $351,947
Cash and cash equivalents 1,123 1,123
Other assets 52,944 250 (E) 53,194
-------- ------ ------- --------
Total assets $394,714 $1,569 $ 9,981 $406,264
======== ====== ======= ========
LIABILITIES
Mortgage notes payable $160,401 $ $ $160,401
Line of credit 32,100 11,550 43,650
Other liabilities 12,068 12,068
-------- ------ ------- --------
Total liabilities 204,569 11,550 216,119
-------- ------ ------- --------
Minority interest 78,972 78,972
-------- ------ ------- --------
STOCKHOLDERS' EQUITY
Common stock 76 76
Additional paid-in capital 131,594 131,594
Accumulated deficit (17,963) 1,569 (1,569) (F) (17,963)
Treasury stock, at cost ( 426) ( 426)
Officer and Director notes for
stock purchases ( 2,108) ( 2,108)
-------- ------ ------- --------
Total stockholders' equity 111,173 1,569 (1,569) 111,173
-------- ------ ------- --------
Total liabilities and
stockholders' equity $394,714 $1,569 $ 9,981 $406,264
======== ====== ======= ========
</TABLE>
Page 11
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(Unaudited, In Thousands)
(A) Reflects the Company's historical consolidated balance sheet
as of September 30, 1997 as reported on Form 10-Q.
The Company's historical unaudited consolidated balance
sheet includes the balance sheet of Woodgate Place (acquired
June 30, 1997), Mid-Island Estates (acquired July 1, 1997),
and 1600 East Avenue Apartments (acquired September 18,
1997). The acquisitions were recorded as follows:
<TABLE>
<CAPTION>
Appliances Other Mortgage (1)
Land Building & Equipment Assets Assumed Net
----- -------- ----------- ------ -------- ---
<S> <C> <C> <C> <C> <C> <C>
Woodgate Place 480 3,650 120 233 ( 3,488) ( 995)
Mid-Island Estates 4,176 6,242 232 227 ( 6,675) ( 4,202)
1600 East Avenue 1,000 8,336 164 165 - ( 9,665)
----- ------ --- --- -------- --------
Total 5,656 18,228 516 625 (10,163) (14,862)
===== ====== === === ======== ========
</TABLE>
(1) Funded with Company's line of credit.
(B) Reflects the Palumbo Properties historical balance sheet as
of September 30, 1997 for the assets/liabilities acquired by
the Company.
(C) The pro forma adjustments reflect the purchase of the
Palumbo Properties, acquired on October 16, 1997 for
$11,300. The purchase price was allocated $1,484 to land,
$452 to appliances and equipment and $9,364 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 $11,300
over the historical sellers's cost basis of $1,569.
(E) Reflects the net other closing adjustments recorded as other
assets.
(F) Represents historical seller's 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, 1997
(Unaudited, In Thousands, Except Share and Per Share Data)
The unaudited pro forma Consolidated Statement of Operations for
the nine months ended September 30, 1997 and for the year ended
December 31, 1996 is presented as if the acquisitions of Woodgate
Place, Mid-Island Estates, 1600 East Avenue Apartments and the
Palumbo Properties had occurred on January 1, 1996. The
unaudited pro forma Consolidated Statement of Operations should
be read in conjunction with the Statements of Revenues and
Certain Expenses of 1600 East Avenue Apartments and the Palumbo
Properties and notes thereto included elsewhere herein. In
management's opinion, all adjustments necessary to reflect the
effects of the purchase of Woodgate Place, Mid-Island Estates,
1600 East Avenue Apartments and the Palumbo Properties 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, 1997
---------------------------------------------------------------------------------------
Woodgate
Home Properties 1600 East Palumbo Place &
of New York, Inc. Avenue Properties Mid-Island Pro Forma Company
Historical (A) Apts.(B) (C) Estates (D) Adjmt Pro Forma
----------------- --------- ---------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental income $41,486 $1,404 $1,510 $1,431 $ $ 45,831
Property other income 1,223 33 9 12 1,277
Other income 2,398 2,398
------- ------ ------ ------ ------- ---------
Total revenues 45,107 1,437 1,519 1,443 49,506
------- ------ ------ ------ ------- ---------
Expenses:
Operating and maintenance 20,692 676 881 744 22,993
General and administrative 1,306 1,306
Interest 7,737 1,692 (E) 9,429
Depreciation and amortization 7,447 574 (F) 8,021
------- ------ ------ ------ ------- ---------
Total expenses 37,182 676 881 744 2,266 41,749
------- ------ ------ ------ ------- ---------
Income before loss on
disposition of property and
minority interest 7,925 761 638 699 (2,266) 7,757
Loss on disposition of property 2,155 2,155
------- ------ ------ ------ ------- ---------
Income before minority interest $ 5,770 $ 761 $ 636 $ 699 ($2,266) 5,602
======= ====== ====== ====== =======
Minority interest of Unit
holders 1,745
---------
Net income $ 3,857
=========
Net income per common share $ 0.56
=========
Weighted average number of
shares outstanding 6,916,434
=========
</TABLE>
Page 13
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited, In Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>
For the Year Ended December 31, 1996
Woodgate
Home Properties 1600 East Palumbo Place &
of New York, Inc. Avenue Properties Mid-Island Pro Forma Company
Historical (A) Apts.(B) (C) Estates (D) Adjmt Pro Forma
----------------- --------- ---------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Rental income $42,214 $1,894 $2,008 $2,824 $ 48,940
Property other income 1,025 26 13 21 1,085
Other income 2,431 2,431
------- ------ ------ ------ ------- ---------
Total revenues 45,670 1,920 2,021 2,845 52,456
------- ------ ------ ------ ------- ---------
Expenses:
Operating and maintenance 21,859 932 1,293 1,458 25,542
General and administrative 1,482 1,482
Interest 9,208 2,677 (E) 11,885
Depreciation and amortization 8,077 884 (F) 8,961
------- ------ ------ ------ ------- ---------
Total expenses 40,626 932 1,293 1,458 3,561 47,870
------- ------ ------ ------ ------- ---------
Income before minority interest $ 5,044 $ 988 $ 728 $1,387 ($3,561) 4,586
======= ====== ====== ====== =======
Minority interest 816
---------
Net income $ 3,770
=========
Net income per common share $0.67
=========
Weighted average number of
shares outstanding 5,601,027
=========
</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, 1997 AND
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited, In Thousands)
(A) Reflects the historical consolidated statement of operations
for the Company for the nine months ended September 30, 1997
and the historical consolidated statement of operations for
the Company for the year ended December 31, 1996.
(B) Reflects the historical revenues and certain expenses of
1600 East Avenue Apartments which were not owned by the
Company for the period January 1, 1997 through September 17,
1997 and for the year ended December 31, 1996.
(C) Reflects the historical revenues and certain expenses of the
Palumbo Properties which were not owned by the Company for
the nine months ended September 30, 1997 and for the year
ended December 31, 1996.
(D) Reflects the combined historical revenues and certain
expenses of Woodgate Place and Mid-Island Estates which were
not owned by the Company for the period January 1, 1997
through June 30, 1997 and for the year ended December 31,
1996.
(E) Reflects the increase related to debt borrowed to finance
the acquisitions. The interest is calculated as follows:
<TABLE>
<CAPTION>
Interest
-------------------
Principal
Amortizing mortgage: Balance 9 mos. 12 mos.
--------- ------ --------
<C> <C> <C> <C>
Woodgate Place
at 7.865% (for the period
1/1/97-6/30/97) $ 3,488 $137 $274
Mid-Island Estates
at 7.5% (for the period
1/1/97-6/30/97) 6,675 251 501
------- ------ ------
10,163 388 775
------- ------ ------
Line of credit average
of 7.20%:
1600 East Avenue Apartments
(for the period
1/1/97-9/17/97) 9,665 493 696
Palumbo Properties
(for the period
1/1/97-9/30/97) 11,550 624 832
Woodgate Place and
Mid-Island Estates
(for the period
1/1/97-6/30/97) 5,197 187 374
------- ------ ------
26,412 1,304 1,902
------- ------ ------
$36,575 $1,692 $2,677
======= ====== ======
</TABLE>
The historical consolidated statement of operations for the
Company for the year ended December 31, 1996 needs twelve
months worth of interest on each loan associated with the
acquisition.
Page 15
<PAGE>
(F) Reflects depreciation and amortization related to the
acquisition. See Notes A and C on page 12 for further
information on useful lives of these assets.
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: December 30, 1997
By: /s/ David P. Gardner
---------------------------
David P. Gardner
Vice President
Chief Financial Officer and
Treasurer
Date: December 30, 1997
By: /s/ David P. Gardner
---------------------------
David P. Gardner
Vice President
Chief Financial Officer
Treasurer
Page 17
<PAGE>
HOME PROPERTIES OF NEW YORK, INC.
EXHIBIT INDEX
Exhibit 23.0 - Consent of Coopers & Lybrand L.L.P.
Page 18
<PAGE>
Exhibit 23.0
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements on Forms S-3 (Nos. 333-37437, 333-37229, 333-30835,
333-13723 and 333-43303) and on Forms S-8 (Nos. 333-05705 and 333-
12551) filed by Home Properties of New York, Inc. of our reports
(1) dated December 18, 1997 on our audits of 1600 East Avenue
Apartments for the years ended December 31, 1996, 1995, and 1994
and (2) dated December 23, 1997 on our audit of the Palumbo
Properties, for the year ended December 31, 1996, which reports
are included in the accompanying Form 8-K/A, Amendment No. 1. We
also consent to the reference to our firm under the caption
"Experts".
/s/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
Rochester, New York
December 30, 1997
