<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1 TO THE CURRENT REPORT ON FORM 8-K REPORTING THE
ACQUISITION OF THE
6601 COLLEGE BOULEVARD COMMERCIAL OFFICE BUILDING ON DECEMBER 15, 1995
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report December 15, 1995
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(Date of earliest event reported)
TOWER PROPERTIES COMPANY
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(Exact name of Registrant as specified in its charter)
MISSOURI
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(State or other jurisdiction of incorporation)
0-18261 43-1529759
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(Commission File Number) (IRS Employer
Identification Number)
911 Main Street, 102 Commerce Tower, Kansas City, Missouri 64105
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(Address of principal executive offices) (zip code)
(816) 421-8255
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(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements, pro forma financial
information, and exhibits are filed as a part of this report:
(a) Financial Statements
--------------------
Report of Independent Public Accountants
Statement of Revenues and Certain Expenses (as defined -
Note 2) for the year ended December 31, 1994
Notes to the Statement of Revenues and Certain Expenses
(as defined - Note 2)
(b) Pro Forma Financial Information
-------------------------------
Pro Forma Estimate of Funds Generated by Operations for
the 12-Month Period Ended November 30, 1995
Pro Forma Estimate of Federal Tax Income for the 12-Month
Period Ended November 30, 1995
Notes to Pro Forma Estimate of Funds Generated by
Operations and Pro Forma Estimate of Federal Tax Income
for the 12-Month Period Ended November 30, 1995
Management's Discussion and Analysis of 6601 College
Building
(c) Exhibits
--------
Pursuant to Item 601 of Regulation S-K, the Purchase
Agreement covering the purchase of the 6601 College office building
by the Registrant is attached as Exhibit A to this report.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to be signed on
its behalf by the undersigned hereunto duly authorized.
TOWER PROPERTIES COMPANY
Date: February 23, 1996 By: /s/ Chester A. Wittwer, Jr.
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Chester A. Wittwer, Jr.
Vice President and Secretary
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Tower Properties Company:
We have audited the accompanying statement of revenue and certain
expenses (as defined -- Note 2) of 6601 College Building (the
Property), for the year ended December 31, 1994. This statement
is the responsibility of the management of Tower Properties
Company (the Property's Acquirer). Our responsibility is to
express an opinion on this financial statement 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 financial statement is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
The statement of revenue and certain expenses was prepared for
the purpose of complying with the rules and regulations of the
Securities and Exchange Commission (for inclusion in Form 8-K of
Tower Properties Company) as described in Note 2 and is not
intended to be a complete presentation of the Property's revenues
and expenses.
In our opinion, the statement referred to above presents fairly,
in all material respects, the revenue and operating expenses
described in Note 2 of the Property for the year ended December
31, 1994, in conformity with generally accepted accounting
principles.
Kansas City, Missouri,
February 20, 1996
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<TABLE>
TOWER PROPERTIES COMPANY
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6601 COLLEGE BUILDING
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STATEMENT OF REVENUE AND CERTAIN EXPENSES (AS DEFINED -- NOTE 2)
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FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<S> <C>
REVENUE-
Rent $ 1,080,000
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Total revenue 1,080,000
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OPERATING EXPENSES:
Salaries and employee benefits 194,351
Maintenance and repairs 102,175
Real estate taxes 190,637
Utilities 182,371
Other 10,880
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Total operating expenses 680,414
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Operating income (as defined - Note 2) $ 399,586
===========
The accompanying notes are an integral part of this statement.
</TABLE>
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TOWER PROPERTIES COMPANY
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6601 COLLEGE BUILDING
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NOTES TO THE STATEMENT OF REVENUE AND
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CERTAIN EXPENSES (AS DEFINED -- NOTE 2)
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1. 6601 COLLEGE:
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The 6601 College Building (the Property) is a six-story, 101,200
square foot commercial office building located in Overland Park,
Kansas. The Property was purchased by Tower Properties Company
(TPC) for $7,700,000 on December 15, 1995, from OPBA Inc., a
wholly owned subsidiary of Black & Veatch. TPC is a commercial
real estate company who will operate the property subject to the
terms of a triple net lease with Black & Veatch (Lessee).
2. BASIS OF PRESENTATION:
----------------------
The statement of revenue and certain expenses excludes items not
comparable to the projected future operations of the Property.
Excluded expenses include mortgage interest, depreciation,
amortization and federal, state and local income taxes.
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TOWER PROPERTIES COMPANY
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PRO FORMA ESTIMATE OF FUNDS GENERATED BY OPERATIONS
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FOR THE TWELVE-MONTH PERIOD ENDING NOVEMBER 30, 1995
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(Unaudited)
<TABLE>
The following unaudited pro forma estimate presents the funds
generated by the operations of Tower Properties Company (TPC) as
if TPC had acquired the Property as of December 1, 1994. This
estimate does not purport to represent operations of TPC or the
Property nor does it purport to represent actual or expected
operating results of TPC or the Property for any period in the
future. This estimate was prepared on the basis described in the
accompanying notes, which should be read in conjunction herewith:
<CAPTION>
12 Months Ended
November 30, 1995
-----------------
<S> <C>
Property- Estimate of federal taxable income (loss) $ (180,636)
Add estimated depreciation and amortization
(federal tax basis) (Note 3) 416,850
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Property- Pro forma property funds generated by 236,214
operations
TPC- Funds generated by operations 1,482,376
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Estimate of combined pro forma funds generated
by operations $1,718,590
==========
The accompanying notes are an integral part of this pro forma estimate.
</TABLE>
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TOWER PROPERTIES COMPANY
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PRO FORMA ESTIMATE OF FEDERAL TAX INCOME
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FOR THE TWELVE-MONTH PERIOD ENDING NOVEMBER 30, 1995
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(Unaudited)
<TABLE>
The following unaudited pro forma estimate presents the federal
taxable income of Tower Properties Company (TPC) as if TPC had
acquired the Property as of December 1, 1994. This estimate does
not purport to represent operations of TPC or the Property nor
does it purport to represent actual or expected operating results
of TPC or the Property for any period in the future. This
estimate was prepared on the basis described in the accompanying
notes, which should be read in conjunction herewith:
<CAPTION>
12 Months Ended
November 30, 1995
-----------------
<S> <C>
Property estimated federal taxable income-
Operating income (Note 2) $ 804,864
Pro forma adjustments-
Estimated depreciation and amortization
(federal tax basis) (Note 3) (416,850)
Estimated interest cost (Note 4) (568,650)
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Property- Pro forma property federal taxable loss (180,636)
TPC- Federal taxable income 2,388,242
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Combined pro forma estimate of federal taxable income $2,207,606
==========
The accompanying notes are an integral part of this pro forma estimate.
</TABLE>
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TOWER PROPERTIES COMPANY
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NOTES TO PRO FORMA ESTIMATE OF FUNDS GENERATED BY OPERATIONS
------------------------------------------------------------
AND PRO FORMA ESTIMATE OF FEDERAL TAX INCOME
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FOR THE TWELVE-MONTH PERIOD ENDED NOVEMBER 30, 1995
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1. 6601 COLLEGE BUILDING:
----------------------
Tower Properties Company (TPC) acquired the 6601 College Building
(the Property) for $7,700,000 on December 15, 1995. The Property
consists of 101,200 rentable square feet.
2. OPERATING INCOME (AS DEFINED):
------------------------------
Operating income is based on the provisions of a signed lease
agreement with the current tenant.
3. ESTIMATED DEPRECIATION:
-----------------------
<TABLE>
TPC is in the process of obtaining an appraisal for the purpose
of allocating the specific components of cost. The current
components of cost represent estimates made by TPC's management
and are not expected to be materially different from the
appraised values. Depreciation has been calculated primarily
using the modified accelerated cost recovery system (MACRS). The
components of cost together with their depreciable lives are as
follows:
Depreciable
Lives
Cost (Years)
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<S> <C> <C>
Land $ 500,000 -
Land improvements 500,000 15
Building 5,950,000 39
Furniture and fixtures 750,000 7
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$7,700,000
==========
</TABLE>
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4. DEBT SERVICE:
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TPC financed the Property acquisition with funds available from
an existing line of credit. Management has a financing
commitment from a long-term lender for a $5,400,000 mortgage note
to bear interest at 7.4 percent, which is anticipated to close in
the first quarter of 1996. For purposes of this estimate, 7.4
percent was used as the effective rate of interest for the
period. The long-term mortgage note will be secured by the
Property.
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TOWER PROPERTIES COMPANY
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF 6601 COLLEGE BUILDING
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On December 15, 1995, Tower Properties Company (TPC) acquired the
6601 College Building (the Property) for $7,700,000. The
Property has 101,200 rentable square feet. The transaction was
accounted for as a purchase of assets, with the following
allocation of acquisition costs based on TPC management's
estimates of those costs. An independent appraisal is to be
obtained.
<TABLE>
<S> <C>
Land and land improvements $1,000,000
Building 5,950,000
Furniture and fixtures 750,000
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$7,700,000
==========
</TABLE>
Revenues
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Revenues for 1994 were based on a $90,000 per month rate with the
lessor paying all operating expenses ($680,414 in 1994). TPC
will recognize revenue based on the new net lease agreement of
$67,072 per month with all operating expenses to be paid by the
lessee.
<TABLE>
The tenant, an engineering firm, occupies 100 percent of space in
the building. Lease terms under the new lease agreement for this
tenant are as follows:
<CAPTION>
1996
Annual Expiration Renewal
Tenant Base Rent Date Options
------ --------- ----------------- -------
<C> <C> <S> <C>
1 $804,860 December 31, 2010 None
</TABLE>
<TABLE>
Competitive properties deemed to be comparable by an independent
real estate appraiser have the following revenue attributes:
<CAPTION>
Comparable Square Net Rental Rate
Project Feet Per Square Foot
---------- ------ ---------------
<S> <C> <C>
1 162,218 $8.72
2 11,885 8.97
3 11,882 9.60
4 17,000 9.20
6601 College 101,200 7.95
</TABLE>
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Expenses
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The more significant operating expenses of the Property are
utilities, repairs and maintenance, and real estate taxes. Under
the provisions of the triple net lease agreement, the tenant is
responsible for all operating costs of the building.
TPC management is unaware of any significant deferred expenses
and management anticipates no significant capital improvements.
Based on the results of an independent environmental assessment
of the Property, TPC management is unaware of any environmental
condition that requires remediation.
Materiality
- -----------
TPC management is not aware of any material factors relating to
the Property that would cause the reported financial information
not to be necessarily indicative of future results.
