-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wj/4cQ5gzJFDkkDpylZ8kaSN0Em3xZGsed+LZVcfYyLa5kTPeVn6R2zWVhpgtOUC iepSDNbsS+ylOBXP6sv5Dg== 0000910643-95-000037.txt : 19951206 0000910643-95-000037.hdr.sgml : 19951206 ACCESSION NUMBER: 0000910643-95-000037 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950731 FILED AS OF DATE: 19951006 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW PLAN REALTY TRUST CENTRAL INDEX KEY: 0000071519 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 131995781 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08459 FILM NUMBER: 95579110 BUSINESS ADDRESS: STREET 1: 1120 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128693000 MAIL ADDRESS: STREET 1: 1120 AVENUE OF THE AMERICAS STREET 2: 1120 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 10-K 1 ========================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K /x/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended July 31, 1995 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ______________ to ______________ Commission File Number 1-8459 NEW PLAN REALTY TRUST (Exact name of registrant as specified in its charter) Massachusetts 13-1995781 (State of incorporation) (I.R.S. employer identification no.) 1120 Avenue of the Americas New York, NY 10036 (212) 869-3000 (Address of principal executive offices) (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: Shares of Beneficial Interest, no par value (Title of class) New York Stock Exchange (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES __X___ NO ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/ The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $894,889,000 based on the closing price on the New York Stock Exchange for such stock on September 22, 1995. The number of shares of the Registrant's Shares of Beneficial Interest outstanding was 53,267,565 as of September 22, 1995. Documents Incorporated By Reference Portions of the 1995 New Plan Realty Trust Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10-K with respect to the Annual Meeting of Shareholders to be held on December 13, 1995 are incorporated by reference into Part III. ========================================================================= TABLE OF CONTENTS Form 10-K Report Item No. Page ________ ______ PART I 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . 5 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 14 4. Submission of Matters to a Vote of Security Holders . . . . . 14 PART II 5. Market for the Registrant's Common Equity and Related Shareholder Matters . . . . . . . . . . . . . . . . . . . . 15 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . 17 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . 18 8. Financial Statements and Supplementary Data . . . . . . . . . 20 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . 20 PART III 10. Trustees and Executive Officers of the Trust. . . . . . . . . 21 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . 22 12. Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . . . . . . . . . . . . . . 22 13. Certain Relationships and Related Transactions. . . . . . . . 22 PART IV 14. Exhibits, Consolidated Financial Statements, Consolidated Financial Statement Schedules, and Reports on Form 8-K. . . 23 PART I Item 1. Business (a) General Development of Business New Plan Realty Trust ("Registrant" and sometimes the "Trust"), a self-administered and self-managed equity real estate investment trust, was organized on July 31, 1972 as a business trust under the laws of the Commonwealth of Massachusetts. The Trust is the successor to the original registrant (Reg. No. 2-19671), New Plan Realty Corporation, which was incorporated under the laws of the State of Delaware on December 4, 1961. (b) Financial Information About Industry Segments The Trust is in the business of managing, operating, leasing, acquiring, developing and investing in shopping centers, factory outlet centers and apartment complexes. See the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for certain information required by Item 1. (c) Narrative Description of Business General At September 22, 1995, the Trust owned fee, mortgage or leasehold interests in 109 shopping centers containing an aggregate of approximately 14,601,000 gross rentable square feet, five factory outlet centers containing approximately 1,559,000 gross rentable square feet and 25 rental apartment complexes containing 5,341 units, located in 21 states. The average occupancy rate at July 31, 1995 for the shopping centers, factory outlet centers and apartments were approximately 89%, 93% and 96%, respectively. The Trust is self-administered and self-managed and will not engage or pay a REIT advisor because the Trust personnel manage and maintain all of the Trust's properties. The Trust maintains its executive offices at 1120 Avenue of the Americas, New York, New York 10036, and its telephone number is (212) 869-3000. Acquisition, Financing and Operating Strategies The Trust's primary investment strategy is to identify and purchase well-located income-producing shopping centers and garden apartment complexes at a discount to replacement cost. The Trust also purchases selected factory outlet centers. The Trust seeks to achieve income growth and enhance the cash flow potential of its properties through a program of expansion, renovation, leasing, re-leasing and improving the tenant mix. The Trust minimizes development risks by generally purchasing existing income-producing properties. The Trust regularly reviews its portfolio and from time to time considers the sale of certain of its properties. The Trust generally has acquired properties for cash. It is management's belief that its ability to purchase available properties for cash enhances its negotiating position in obtaining attractive purchase prices. In a few instances properties have been acquired subject to existing non-recourse long-term mortgages. Long-term debt of the Trust at July 31, 1995, consisted of approximately $27.3 million of mortgages bearing interest at rates ranging from 7.2% to 11.625% and having a weighted average interest rate of 9.9%, and $179.4 million of two series of unsecured Senior Notes, net of unamortized discount, having interest rates of 7.75% and 6.8%, respectively. The Trust's short-term debt consists of normal trade payables and the current portion of mortgages payable. As of July 31, 1995 the Trust had no amounts outstanding under its $100 million line of credit with the Bank of New York, Corestates Bank N.A. and Fleet National Bank. Virtually all operating and administrative functions, such as leasing, data processing, finance, accounting, construction and legal, are centrally managed at the Trust's headquarters. In addition, the Company maintains regional offices at Louisville, KY, Syracuse, NY, Connellsville, PA, Cordele, GA and Nanuet, NY. On-site functions such as security, maintenance, landscaping, sweeping, plumbing, electrical and other similar activities are either performed by the Trust or subcontracted. The cost of these functions are passed through to tenants to the extent permitted by the respective leases. Developments During the 1994-1995 Fiscal Year In the fiscal year ended July 31, 1995, the Trust acquired 12 shopping centers containing an aggregate of approximately $1.84 million gross rentable square feet and five apartment complexes containing 1,357 units. The newly acquired properties are located in Alabama, Georgia, Indiana, Kentucky, Maryland, Michigan, Missouri, New Jersey, Ohio and Pennsylvania. The aggregate purchase price for all of the properties, including outstanding mortgages payable, was approximately $116 million. Subsequent to July 31, 1995 the Trust purchased two shopping centers containing an aggregate of 395,000 gross rentable square feet and an apartment complex containing 208 units. The newly acquired properties are located in Illinois, Pennsylvania and South Carolina. The aggregate purchase price for the properties was approximately $25.2 million. In addition, the Trust entered into a contract to sell for approximately $3.3 million, subject to purchaser's due diligence review, a shopping center in Kentucky which had, at July 31, 1995, a book value of approximately $2.3 million. During the fiscal year ended July 31, 1995, the Trust completed two issues of unsecured Senior Notes. In April and June 1995, the Trust issued $100 million of face amount ten year 7.75% notes and $81 million face amount of seven year 6.8% notes, respectively. Both series of notes were issued at a discount. The net proceeds to the Trust after discounts, issuing costs and underwriting commissions were approximately $178.4 million and are being used to continue the Trust's acquisition program. Gross revenues, net income and funds from operations of the Trust for the fiscal year ended July 31, 1995 were the largest in the Trust's history. Funds from operations, defined as net income plus depreciation and amortization of real estate less gains from asset sales, was approximately $77.5 million ($1.47 per share). Competition The success of the Trust depends, among other factors, upon the trends of the economy, including interest rates, construction costs, income tax laws and increases or decreases in operating expenses, governmental regulations and legislation, including environmental requirements, real estate fluctuations, retailing trends, population trends, zoning laws, the financial condition and stability of tenants, the availability of financing and capital on satisfactory terms and the ability of the Trust to compete with others for tenants and keep its properties leased at profitable levels. The Trust competes for properties with an indeterminate number of investors, including domestic and foreign corporations and financial institutions, and an increasing number of real estate investment trusts, life insurance companies, pension funds and trust funds. Adverse changes in general or local economic conditions could result in the inability of some existing tenants of the Trust to meet their lease obligations and could otherwise adversely affect the Trust's ability to attract or retain tenants. Management believes, however, that the Trust's financial strength and operating practices, particularly its ability to implement renovation and expansion programs and its intensive leasing programs, will enable it to maintain and increase rental income from its properties. Employees As of September 7, 1995, the Trust employed approximately 390 individuals, including executive, administrative and field personnel. Some of the Trust's employees are subject to a collective bargaining agreement and the Trust has experienced no labor-related work stoppages. The Trust considers its relations with its personnel to be good. Qualification as a Real Estate Investment Trust The Trust presently meets the qualification requirements of a real estate investment trust under Sections 856-58 of the Internal Revenue Code of 1986, as amended (the "Code"). If, as the Trust contemplates, such qualification continues, the Trust will not be taxed on its real estate investment trust taxable income, at least 95% of which will be distributed to shareholders. See Item 5 below. Item 2. Properties The location, general character and primary occupancy information with respect to Registrant's properties as of July 31, 1995 (including acquisitions through September 22, 1995) are set forth on the Summary of Properties Schedule on the pages immediately following.
NEW PLAN REALTY TRUST AND SUBSIDIARIES Summary of Properties At July 31, 1995 (Includes acquisitions through September 22, 1995) Description Number Average |-----------------------| Type of of Percent Rental/ Mortgage Property Sq. Ft. Units Acres Interest Tenants Rented Sq. Ft. Payable ________ ______ _____ _____ ________ _______ ______ _______ ________ Apartments - - - --------------------- BRECKENRIDGE APARTMENTS 120 7 Fee 119 99 BIRMINGHAMAL DEVONSHIRE PLACE 284 16 Fee 278 98 BIRMINGHAM AL COURTS AT WILDWOOD 220 22 Fee 220 100 BIRMINGHAM AL CLUB APARTMENTS, THE 299 23 Fee 277 93 $6,212,016 BIRMINGHAM AL RODNEY APARTMENTS 207 11 Fee 203 98 DOVER DE MAYFAIR APARTMENTS 96 7 Fee 95 99 DOVER DE LAKE PARK APARTMENTS 227 10 Fee 220 97 LAKE PARK FL JAMESTOWN APARTMENTS 125 8 Fee 123 98 LEXINGTON KY SADDLEBROOK APARTMENTS 455 20 Fee 439 96 LEXINGTON KY POPLAR LEVEL APARTMENTS 88 3 Fee 86 98 LOUISVILLE KY LA FONTENAY APARTMENTS 248 17 Fee 238 96 LOUISVILLE KY CHARLESTOWN @ DOUGLASS HILLS 244 17 Fee 234 96 LOUISVILLE KY DEERHORN VILLAGE APARTMENTS 309 36 Fee 304 98 KANSAS CITY MO MEADOW EAST APARTMENTS 100 15 Fee 97 97 POTSDAM NY MOHAWK GARDEN APARTMENTS 209 12 Fee 174 83 ROME NY ARLINGTON VILLAGE APARTMENTS 164 10 Fee 159 97 FAIRBORN OH CHESTERFIELD APARTMENTS 104 9 Fee 103 99 MAUMEE OH GOVERNOUR'S PLACE APARTMENTS 130 9 Fee 129 99 HARRISBURG PA HARBOUR LANDING APARTMENTS 208 15 Fee (1) 186 89 COLUMBIA SC SEDGEFIELD APARTMENTS 280 19 Fee 275 98 FLORENCE SC HICKORY LAKE APARTMENTS 322 26 Fee 318 99 ANTIOCH TN ASHFORD PLACE APARTMENTS 268 16 Fee 252 94 CLARKSVILLE TN THE PINES APARTMENTS 224 11 Fee 205 92 CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 170 11 Fee 166 98 CLARKSVILLE TN PADDOCK PLACE APARTMENTS 240 11 Fee 231 96 CLARKSVILLE TN Development - - - --------------------- SIX FLAGS FACTORY OUTLET CENTER 55 Fee JACKSON TOWNSHIP NJ Factory Outlets - - - --------------------- BARSTOW FACTORY OUTLET 333,000 49 Fee 89 97 20.38 10,448,808 BARSTOW CA ST AUGUSTINE OUTLET CENTER 335,000 32 Fee 96 98 18.61 100,879 ST AUGUSTINE FL BRANSON FACTORY OUTLET 316,000 39 Leasehold 91 95 16.75 BRANSON MO OSAGE FACTORY OUTLET VILLAGE 399,000 147 Fee 111 99 17.89 OSAGE BEACH MO FT CHISWELL FACTORY OUTLET 176,000 55 Fee 31 63 5.33 MAX MEADOWS VA Mortgages Receivable - - - --------------------- 1 NORTH CENTRAL AVENUE 15,000 1 $500,000 HARTSDALE NY Second Mortgage NEWDON PLAZA 105,000 10 $10,350,000 NEW CITY NY First Mortgage WHITESTOWN PLAZA 83,000 11 $4,610,000 WHITESBORO NY First Mortgage LAUREL MALL 333,000 57 $6,200,000 CONNELLSVILLE PA First Mortgage Office Building - - - --------------------- INSTITUTE FOR DEFENSE ANALYSES 51,000 8 Leasehold (C) 1 100 4.85 PRINCETON NJ CLOVERDALE VILLAGE 59,000 6 Fee 6 100 7.13 2,370,199 FLORENCE AL RODNEY VILLAGE 216,000 15 Fee 21 67 4.57 DOVER DE DOVERAMA @ RODNEY VILLAGE 30,000 1 75% Owned 1 100 1.41 DOVER DE ALBANY PLAZA 114,000 7 Fee 11 94 5.61 ALBANY GA SOUTHGATE PLAZA - ALBANY 60,000 5 Fee 8 92 3.99 ALBANY GA PERLIS PLAZA 166,000 20 Fee 27 93 4.74 AMERICUS GA EASTGATE PLAZA - AMERICUS 44,000 4 Fee 7 100 4.34 AMERICUS GA ROGERS PLAZA 50,000 5 Fee 5 66 2.48 ASHBURN GA SWEETWATER VILLAGE 66,000 7 Fee 11 95 9.67 3,015,769 AUSTELL GA CEDARTOWN SHOPPING CENTER 107,000 14 Fee 11 98 4.84 CEDARTOWN GA CEDAR PLAZA 83,000 9 Fee 9 76 6.35 CEDARTOWN GA CORDELE SQUARE 131,000 11 Fee 14 92 4.04 CORDELE GA PLAZA - CORDELE 39,000 3 Fee 4 57 2.56 CORDELE GA MR B'S 14,000 1 Fee 6 62 3.59 CORDELE GA HABERSHAM VILLAGE 147,000 18 Fee 6 92 4.57 4,547,339 CORNELIA GA WESTGATE - DUBLIN 191,000 35 Fee 20 80 3.89 DUBLIN GA VICTORY SQUARE 165,000 35 Fee 19 95 6.05 SAVANAH GA TIFT-TOWN 61,000 4 Fee 8 53 3.00 TIFTON GA WESTGATE - TIFTON 16,000 2 Fee 4 86 5.68 TIFTON GA Shopping Centers - - - --------------------- HAYMARKET SQUARE 267,000 28 Fee 23 100 6.32 DES MOINES IA HAYMARKET MALL 234,000 22 Fee 12 91 4.76 DES MOINES IA TINLEY PARK PLAZA 283,000 21 Fee (1) 26 94 TINLEY PARK IL COLUMBUS CENTER 271,000 24 Fee 23 92 3.84 COLUMBUS IN JASPER MANOR 194,000 26 Fee 11 97 5.39 JASPER IN TOWN FAIR SHOPPING CENTER 114,000 16 Fee 6 98 5.22 PRINCETON IN WABASH CROSSING 167,000 18 Fee 10 98 6.48 WABASH IN JACKSON VILLAGE 145,000 48 Fee 10 64 3.48 JACKSON KY J*TOWN CENTER 187,000 17 Fee 24 100 5.65 JEFFERSONTOWN KY CHINOE VILLAGE 106,000 10 Fee 22 62 4.61 LEXINGTON KY NEW LOUISA PLAZA 111,000 20 Fee 12 93 3.83 LOUISA KY PICCADILLY SQUARE 96,000 13 Fee 12 74 3.82 LOUISVILLE KY EASTGATE SHOPPING CENTER 145,000 18 Fee 27 96 10.18 MIDDLETOWN KY LIBERTY PLAZA 215,000 26 Fee 30 96 8.39 RANDALLSTOWN MD SHOPPING CENTER - SALISBURY 110,000 16 Fee 0 0 .32 SALISBURY MD MAPLE VILLAGE SHOPPING CENTER 281,000 32 Fee 17 88 5.28 ANN ARBOR MI WASHTENAW FOUNTAIN PLAZA 136,000 12 Fee 7 92 9.85 YPSILANTI MI SHOPPING CENTER - GOLDSBORO 80,000 10 Fee 1 100 1.30 GOLDSBORO NC SHOPPING CENTER - GREENVILLE 4,000 17 Fee 1 100 8.12 GREENVILLE NC SHOPPING CENTER - LUMBERTON 107,000 17 Fee 1 4 .14 LUMBERTON NC SHOPPING CENTER - NEW BERN 99,000 17 Fee 0 0 0.00 NEW BERN NC SHOPPING CENTER - WILSON 105,000 17 Fee 1 76 .34 WILSON NC LAUREL SQUARE 243,000 35 Fee 26 97 9.12 BRICKTOWN NJ HAMILTON PLAZA 149,000 18 Fee 7 97 5.92 HAMILTON NJ BENNETTS MILLS PLAZA 102,000 13 Fee 26 99 13.38 JACKSON NJ MIDDLETOWN PLAZA 123,000 19 Fee 21 79 9.48 MIDDLETOWN NJ UNIVERSITY MALL 78,000 25 Fee 7 89 4.38 CANTON NY CORTLANDVILLE 100,000 13 Fee 3 100 3.36 CORTLAND NY KMART PLAZA 116,000 11 Fee 4 100 6.40 DEWITT NY D & F PLAZA 192,000 30 Fee 18 53 4.10 DUNKIRK NY SHOPPING CENTER - ELMIRA 54,000 5 Fee 1 100 2.22 ELMIRA NY PYRAMID MALL 233,000 37 Fee 7 82 6.55 GENEVA NY SHOPPING CENTER - GLOVERSVILLE 45,000 4 Fee 1 100 3.23 GLOVERSVILLE NY MCKINLEY PLAZA 93,000 20 Fee 12 100 10.86 HAMBURG NY CAYUGA PLAZA 207,000 22 Fee 12 97 6.10 ITHACA NY SHOPS @ SENECA MALL 238,000 30 Fee 12 74 6.00 LIVERPOOL NY TRANSIT ROAD PLAZA 138,000 15 Fee 4 100 3.58 LOCKPORT NY SHOPPING CENTER - MARCY 123,000 21 Fee 1 100 .76 MARCY NY ROCKLAND PLAZA 260,000 28 Fee 38 99 18.08 NANUET NY SOUTH PLAZA 144,000 36 Fee 12 92 4.48 NORWICH NY WESTGATE PLAZA - ONEONTA 72,000 11 Fee 4 100 5.89 ONEONTA NY OSWEGO PLAZA 131,000 20 Fee 14 81 4.13 OSWEGO NY MOHAWK ACRES 108,000 13 Fee 18 66 7.58 ROME NY MONTGOMERY WARD 84,000 7 Fee 1 100 2.22 ROME NY PRICE CHOPPER PLAZA 78,000 6 Fee 3 100 7.99 ROME NY WESTGATE MANOR PLAZA - ROME 66,000 15 Fee 10 61 5.67 ROME NY NORTHLAND 123,000 23 Fee 11 91 4.94 WATERTOWN NY HARBOR PLAZA 52,000 7 Fee 6 78 7.21 ASHTABULA OH BELPRE PLAZA 89,000 8 Leasehold 10 52 3.50 BELPRE OH SOUTHWOOD PLAZA 83,000 44 Fee 10 85 4.58 BOWLING GREEN OH BRENTWOOD PLAZA 237,000 20 Fee 27 92 6.45 CINCINNATI OH WESTERN VILLAGE SHOPPING CENTER 139,000 13 Fee 16 99 7.30 CINCINNATI OH SOUTH TOWNE CENTRE 309,000 29 Fee 30 99 6.89 DAYTON OH HERITAGE SQUARE 232,000 29 Fee 19 91 5.24 DOVER OH FAIRFIELD MALL 74,000 9 Fee 5 90 5.93 FAIRFIELD OH SILVER BRIDGE PLAZA 146,000 20 Fee 16 96 4.15 GALLIPOLIS OH SHOPPING CENTER - GENOA 17,000 2 Fee 4 93 7.57 600,375 GENOA OH PARKWAY PLAZA 141,000 12 Fee 15 78 2.83 OH NEW BOSTON SHOPPING CENTER 234,000 22 Fee 15 99 6.06 NEW BOSTON OH MARKET PLACE 169,000 18 Fee 13 92 4.45 PIQUA OH CENTRAL AVE MARKET PLACE 157,000 18 Fee 5 100 3.26 TOLEDO OH SHOPPING CENTER - ANNVILLE 83,000 15 Fee 1 100 1.64 ANNVILLE PA SHOPPING CENTER - HANOVER 87,000 12 Fee 3 21 1.36 HANOVER PA STONEMILL PLAZA 95,000 21 Fee 23 100 11.76 LANCASTER PA CROSSROADS PLAZA 105,000 14 Fee 12 94 4.38 MT. PLEASANT PA JOHN WANAMAKER 313,000 Fee (B,D) 1 100 .71 PHILADELPHIA PA ROOSEVELT MALL NE 250,000 36 Leasehold (A) 63 92 25.08 PHILADELPHIA PA IVYRIDGE SHOPPING CENTER 112,000 9 Fee (1) 17 96 PHILADELPHIA PA ROOSEVELT MALL ANNEX 36,000 Fee (D) 10 87 23.40 PHILADELPHIA PA ST MARY'S PLAZA 108,000 11 Fee 15 96 6.13 ST MARY'S PA NORTHLAND CENTER 94,000 15 Fee & 17 88 9.70 STATE COLLEGE PA Leasehold SHOPS AT PROSPECT 63,000 9 Fee 7 93 7.08 WEST HEMPFIELD PA YORK MARKETPLACE 253,000 34 Fee and 17 100 8.16 YORK PA Leasehold CONGRESS CROSSING 172,000 39 Fee 21 98 6.67 ATHENS TN GREENEVILLE COMMONS 223,000 26 Fee 25 99 6.36 GREENEVILLE TN KINGS GIANT SHOPPING CENTER 159,000 18 Leasehold 16 97 3.69 KINGSPORT TN GEORGETOWN SQUARE 104,000 11 Fee 24 96 8.82 MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 82,000 10 Fee 0 0 0.00 COLONIAL HEIGHTS VA SHOPPING CENTER - HARRISONBURG 119,000 10 Fee 2 69 1.38 HARRISONBURG VA HANOVER SQUARE SHOPPING CENTER 130,000 14 Fee 24 95 10.62 MECHANICSVILLE VA VICTORIAN SQUARE 271,000 34 Fee 30 98 7.71 MIDLOTHIAN VA SHOPPING CENTER - SPOTSYLVANIA 87,000 8 Fee 1 100 2.05 SPOTSYLVANIA VA RIDGEVIEW CENTRE 177,000 30 Fee 16 97 6.48 WISE VA MOUNDSVILLE PLAZA 170,000 29 Fee 14 68 4.89 MOUNDSVILLE WV GRAND CENTRAL PLAZA 75,000 7 Leasehold 7 100 7.85 PARKERSBURG WV KMART PLAZA 102,000 14 Fee 11 99 4.92 VIENNA WV _____________ Total Mortgages Payable on Trust Properties $ 27,295,385 ============= _______________________ NOTES: (A) Lease expires July 1, 2064. (B) Tenant has four ten year renewal options at an annual rent of $135,000. (C) The lease and the operating sublease expire on April 18, 2012. (D) The acreage of this shopping center has been included in the acreage of the Roosevelt Mall NE shopping center. (1) Property purchased after July 31, 1995. Item 3. Legal Proceedings The Trust is not presently involved in any material litigation nor, to its knowledge, is any material litigation threatened against the Trust or its properties, other than routine litigation arising in the ordinary course of business or which is expected to be covered by the Trust's liability insurance. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters (a) Market Information The following table shows the high and low sales price for the Trust's shares on the New York Stock Exchange, and, prior to June 12, 1986, on the American Stock Exchange, and cash distributions paid for the periods indicated. Figures are adjusted to give effect to a 2-for-1 stock split on February 1, 1983 and a 3-for-2 stock split on April 1, 1986. Fiscal Year Ended Cash Dividends July 31, High Low Paid per Share - - - ----------------- ---- ---- -------------- 1983 $ 9.50 $ 4.96 $ .51 1984 8.50 7.25 .57 1985 11.92 7.50 .65 1986 14.50 10.00 .73 1987 18.38 13.00 .81 1988 17.63 10.75 .89 1989 17.88 14.38 .97 1990 19.13 14.88 1.05 1991 21.25 13.75 1.13 1992 25.00 19.63 1.21 1993 26.38 21.50 1.275 1994 First Quarter 26.38 21.50 .3250 Second Quarter 25.75 21.25 .3275 Third Quarter 24.25 20.88 .33 Fourth Quarter 23.63 20.38 .3325 _____ TOTAL 1.315 1995 First Quarter 22.25 19.75 .335 Second Quarter 21.00 18.75 .3375 Third Quarter 21.75 20.25 .34 Fourth Quarter 22.63 20.88 .3425 _____ TOTAL 1.355 (b) Holders The approximate number of record holders of the Trust's shares of beneficial interest, no par value, (the only class of common equity) at September 12, 1995 was 12,500. (c) Dividends The Trust made distributions to shareholders aggregating $1.355 per share during the fiscal year ended July 31, 1995. Of this distribution, it is estimated that $1.185 will qualify as ordinary income, $.004 will qualify as capital gain distribution and $.166 will qualify as a return of capital. The Trust has paid regular and uninterrupted cash distributions on its Shares since it commenced operations as a real estate investment trust in 1972. Since inception, each dividend has either been equal to or greater than the dividend preceding it, and the dividends have been increased in each of the last 64 consecutive quarters. The Trust intends to continue to declare quarterly distributions on its Shares. However, no assurances can be made as to the amounts of future distributions since such distributions are subject to the Trust's cash flow from operations, earnings, financial condition, capital requirements and such other factors as the Board of Trustees deems relevant. The principal factor in the determination of the amounts of distributions is the requirement of the Internal Revenue Code of 1986, as amended, that a real estate investment trust must distribute at least 95% of its real estate investment trust taxable income. The amount of cash available for distribution is impacted by capital expenditures to the extent the Trust were to fund such expenditures out of cash from operations. The Trust has a Dividend Reinvestment and Share Purchase Plan (the "Plan") which allows shareholders to acquire additional Shares by automatically reinvesting distributions. Shares are acquired pursuant to the Plan at a price equal to 95% of the market price of such Shares, without payment of any brokerage commission or service charge. The Plan also allows shareholders to purchase additional Shares on the dividend payment date, at 100% of the average of the high and low sales price of such Shares during the period beginning 30 days prior to, and ending 5 business days prior to, the first business days of January, April, July and October of each year without payment of any brokerage commission or service charge by making optional cash payments. At present, approximately 67% of the Trust's shareholders of record participate in the Plan, including members of the Newman family and executive officers and trustees of the Trust. Item 6. Selected Financial Data The financial data included in this table have been selected by the Trust and have been derived from the consolidated financial statements for those years, found under item 14(a) of this Form 10-K.
NEW PLAN REALTY TRUST AND SUBSIDIARIES Year Ended July 31, __________________ 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- Revenue $ 130,576,129 $ 100,954,515 $ 76,308,770 $ 64,692,214 $ 57,382,815 Operating expenses 65,572,225 46,913,963 31,400,256 22,740,759 20,272,866 ------------ ------------ ----------- ---------- ----------- 65,003,904 54,040,552 44,908,514 41,951,455 37,109,949 Gains on sales of properties and securities, net 227,638 989,867 939,878 10,063,729 4,789,498 ---------- ------------ ---------- ---------- ---------- 65,231,542 55,030,419 45,848,392 52,015,184 41,899,447 Other deductions 2,515,669 2,713,163 2,619,754 2,569,531 2,021,446 --------- ---------- --------- --------- --------- Net income $ 62,715,873 $ 52,317,256 $ 43,228,638 $ 49,445,653 $ 39,878,001 ============= ============= ============ ============ ============ Total assets $ 796,636,475 $ 616,992,574 $534,247,738 $530,827,411 $461,912,655 ------------- ------------- ------------ ------------ ------------ Long term obligations $ 206,652,468 $ 28,060,067 $ 23,321,235 $ 17,830,701 $ 18,867,701 ------------- ------------- ------------ ------------ ------------ Net income per share $ 1.19 $ 1.06 $ .89 $ 1.08 $ 1.05 ------------- ------------- ------------ ------------ ------------ Distributions per share $ 1.355 $ 1.315 $ 1.275 $ 1.21 $ 1.13 ------------- ------------- ------------ ------------ ------------ Funds from operations per share1 $ 1.47 $ 1.27 $ 1.02 $ .97 $ 1.03 ------------- ------------- ------------ ------------ ------------ _____________________________ 1 Calculation includes net income plus depreciation and amortization of real estate less gains from sales of securities and properties. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (a) Liquidity and Capital Resources At July 31, 1995, the Trust had approximately $51.9 million in available cash and cash equivalents, $6.0 million in marketable securities and $22.9 million in mortgages receivable. These assets, which total $80.8 million, increased $48.5 million from the level of a year ago because of the issuance in April and June 1995 of ten and seven year unsecured Senior Notes, respectively, whose combined face amount is $181 million and whose proceeds have not yet been fully committed to property acquisitions. During the year, the Trust's unsecured revolving credit facility was increased to $100 million. Gross revenues, net income and funds from operations were the largest in the Trust's history. Debt at July 31, 1995 consisted of approximately $27.3 million of mortgages payable, with a weighted average cost of 9.9%, and $179.4 million of ten and seven year unsecured Senior Notes, net of unamortized discount. The ten year notes, issued in April 1995, have a coupon rate of 7.75% and an effective yield of 7.95%. The seven year notes, issued in June 1995, have a coupon rate of 6.8% and an effective yield of 6.87%. Net proceeds to the Trust after discount, issuing costs and underwriting fees were approximately $178.4 million. The decrease in mortgages payable was the net result of the assumption of mortgages in connection with the acquisition of three properties and the repayment of certain high interest mortgages. The increase in other liabilities is due to increases in real estate and other taxes payable and interest payable which were partially offset by the decrease in construction costs payable. These increases are due to a larger property portfolio and the issuance of the unsecured Senior Notes. Short-term debt consists of the current portions of mortgages payable and normal trade payables. Over the past three fiscal years, $38.8 million of funds were provided from the Dividend Reinvestment and Share Purchase Plan. During fiscal 1995, the Trust made distributions of $71.6 million to shareholders, paid $104.3 million to acquire 17 properties and invested $32 million in expansions and improvements to properties. Other sources of funds are available to the Trust. Based on management's internal valuation of the Trust's properties, including properties which are free and clear of mortgages, the estimated value is considerably in excess of the outstanding mortgage indebtedness totalling $27.3 million. Accordingly, management believes that substantial potential exists for additional mortgage financing as well as unsecured borrowing capacity from public debt financing and from banks and other lenders. (b) Results of Operations Fiscal Year Ended July 31, 1995 Compared to Fiscal Year Ended July 31, 1994 In fiscal 1995, total revenues increased $29.6 million to $130.6 million. Rental income and related revenues increased $30 million to $126.4 million. The rental revenue increase came primarily from properties in the portfolio which were acquired in fiscal 1995 or were owned for less than a full year in fiscal 1994. In addition, revenue from all property types owned prior to fiscal 1994 contributed to the rental revenue increase. Interest and dividend income declined $.4 million because of lower investment balances. Balances were lower because of the use of funds for property acquisitions and expansions. Operating expenses increased $18.7 million to $65.6 million. Operating costs, real estate taxes and depreciation and amortization increased primarily because of property acquisitions. Interest expense increased because of the issuance of $181 million face amount of Senior Notes. The decrease in the provision for doubtful accounts was mostly due to higher recoveries in fiscal 1995. In fiscal 1995 the Trust had bad debt recoveries of $501,000 versus $261,000 in 1994. Administrative expenses as a percentage of revenue decreased to 1.9% from 2.67%. This was due primarily to increased revenue from newly acquired properties as these costs do not vary in proportion to revenue. Income before gains on sales of properties and securities increased $11.2 million to $62.5 million. During the year, a very small shopping center in Millersberg, Ohio and an outparcel at the New Bern, North Carolina shopping center were sold. Net income increased $10.4 million to $62.7 million and earnings per share increased to $1.19 from $1.06. Funds from operations, defined as net income plus depreciation and amortization of real estate less gains from the sale of assets, increased $14.9 million to $77.5 million, and funds from operations per share increased to $1.47 from $1.27. Funds from operations does not represent cash generated from operating activities in accordance with generally accepted accounting principles and should not be considered as an alternative to net income as an indicator of the Trust's operating performance or as an alternative to cash flow as a measure of liquidity. During fiscal 1995 dividends declared and paid were $1.355 per share, a $.04 per share increase over the preceding fiscal year. Fiscal Year Ended July 31, 1994 Compared to Fiscal Year Ended July 31, 1993 In fiscal 1994, total revenues increased $24.7 million to $101 million. Rental income and related revenues increased $31.1 million to $96.4 million. The rental income increase came from properties in the portfolio which were acquired in fiscal 1994 or were owned for less than a full year in 1993, as well as from properties owned prior to fiscal 1993. Interest and dividend income declined $6.4 million because of lower investment balances. Balances were lower because of the use of funds for property acquisitions. Operating expenses increased $15.5 million to $46.9 million. Operating costs, real estate taxes and depreciation and amortization increased primarily because of property acquisitions. Interest expense increased because of higher outstanding mortgage payable balances and the use of the Trust's unsecured credit facility. The increase in the provision for doubtful accounts was mostly due to recoveries in fiscal 1993 which did not recur in fiscal 1994. In fiscal 1993 the Trust had bad debt recoveries of $651,000 versus $261,000 in fiscal 1994. Administrative expenses increased due to higher personnel and travel costs associated with the Trust's larger property portfolio. Income before gains on sales of properties and securities increased $9 million to $51.3 million. During the year, a substantial portion of the Greenville Shopping Center, located in Greenville, North Carolina, was sold. Net income increased $9.1 million to $52.3 million and earnings per share increased to $1.06 from $.89. During fiscal 1994 dividends declared and paid were $1.315 per share, a $.04 per share increase over the preceding fiscal year. Fiscal Year Ended July 31, 1993 Compared to Fiscal Year Ended July 31, 1992 In fiscal 1993 total revenues increased $11.6 million to $76.3 million. Rental income and related revenues increased $17.7 million to $65.3 million. Increases from properties in the Trust's portfolio for less than a full year in either fiscal 1993 or fiscal 1992 were partially offset by reductions from a shopping center that was sold in fiscal 1992 and because of one-time receipts of revenue in fiscal 1992 that did not recur in fiscal 1993. Interest and dividend income declined $6.1 million to $11 million. The decrease was due to lower average invested balances and lower average yields. Investment balances were lower because of the use of funds for property acquisitions and improvements. Lower yields are a reflection of the overall market decline in interest rates. Operating expenses increased $8.7 million to $31.4 million. Operating costs, real estate and other taxes and depreciation and amortization increased primarily because of property acquisitions. Interest on mortgages and notes declined as a result of the prepayment of mortgages in the first half of the year and the increase in mortgage indebtedness at the lower interest rates in the latter part of fiscal 1993. The increase in the provision for doubtful accounts was partially offset by recoveries of $651,000. In fiscal 1992 the Trust had recoveries of doubtful accounts of $305,000. Administrative expenses increased due to higher personnel costs, professional fees and shareholder reporting costs. There were no property sales in fiscal 1993 which was the primary reason for the reduction of $9.1 million in gains from asset sales. Income before gains on sales of properties increased $2.9 million. Net income declined $6.2 million because of non-recurring gains from the sale of assets in fiscal 1992 in the amount of $9.7 million. Accordingly, earnings per share declined to $.89 for the same reason. For the fiscal year ended July 31, 1993, dividends declared and paid were $1.275 per share, a $.065 per share increase over the preceding fiscal year. Item 8. Financial Statements and Supplementary Data The response to this item is included in a separate section at the end of this report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Trustees and Executive Officers of the Trust Item 10 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year. Executive Officers of the Trust The executive officers of the Trust and their principal occupations are as follows: Name Age ____ ___ William Newman 69 Chairman of the Board and Chief Executive Chairman of the Board Officer of the Trust since its of Trustees and Chief organization in 1972, President of the Executive Officer Trust from 1972 to 1988 and President of the Trust's corporate predecessor from 1962 to 1972; formerly Chairman of National Association of Real Estate Investment Trusts; active in real estate for more than 40 years. Arnold Laubich 65 President and Chief Officer and Trustee of President, Chief the Trust since August 1, 1988; President Operating Officer of Dover Management Corp. (which managed and Trustee the Trust's properties) from 1972 to 1988; Senior Vice President of the Trust's predecessor from 1962 to 1972. James M. Steuterman 39 Executive Vice President since October Executive Vice President 1994; Trustee since 1990; Senior Vice and Trustee President from 1990 to 1994; Vice President from 1988 to 1990. Dean Bernstein 37 Vice President - Administration and Vice President - Finance since October 1994; Vice Administration and President and Trustee since 1992; Finance and Trustee Assistant Vice President from 1991 to 1992; previously a Vice President in the Real Estate Group at Chemical Bank for three years. William Kirshenbaum 59 Vice President of the Trust since 1981; Vice President, Treasurer Treasurer since 1983. Leonard N. Cancell 62 Senior Vice President of the Trust since Senior Vice President- August 1, 1988; Senior Vice President of Operation Dover Management from 1972 to 1988; employee of the Trust's predecessor from 1964 to 1972. Michael I. Brown 53 Chief Financial Officer since 1991; Chief Financial Officer Controller of the Trust since 1987. and Controller Irwin E. Kwartler 68 Vice President of the Trust since 1982; Vice President previously, National Sales Manager, Kimball Division of Litton Industries. Steven F. Siegel 35 General Counsel and Secretary of the Trust General Counsel Secretary since October 1991; formerly an associate in the law firm in Miro, Miro & Weiner for six years. Joseph Bosco 46 Vice President of the Trust since 1993; Vice President - Apartmentemployee of the Trust since 1983. Operations Item 11. Executive Compensation Item 11 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management Item 12 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A no later than 120 days after the close of the fiscal year. Item 13. Certain Relationships and Related Transactions Item 13 is incorporated herein pursuant to General Instruction G to this Form 10-K by reference to Registrant's definitive proxy statement which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the fiscal year. PART IV Item 14. Exhibits, Consolidated Financial Statements, Consolidated Financial Statement Schedules, and Reports on Form 8-K (a) Consolidated Financial Statements. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. (b) Reports on Form 8-K. 1. Form 8-K dated August 8, 1994, Form 8-K/A Amendment No. 1 dated October 6, 1994 and Form 8-K/A Amendment No. 2 dated March 23, 1995. These reports contained items 2 and 7. 2. Form 8-K/A Amendment No. 1 dated September 1, 1994 and Form 8-K/A Amendment No. 2 dated March 23, 1995 amending Form 8-K dated July 14, 1994. These reports contained item 7. 3. Form 8-K dated March 28, 1995. This report contained items 5 and 7. 4. Form 8-K dated May 30, 1995 and Form 8-K/A Amendment No. 1 dated May 31, 1995. These reports contained items 2 and 7. 5. Form 8-K dated June 19, 1995. This report contained items 5 and 7. 6. Form 8-K dated July 25, 1995. This report contained items 2 and 7. (c) Exhibits. The following exhibits are filed as exhibits to this Form: *3.1 Amendment #4 dated December 6, 1972 to Declaration of Trust (amending Declaration of Trust in its entirety) and filed as Exhibit 3.1(d) to Registration Statement No. 2-45633. *3.2 Amendment #5 dated December 12, 1972 to Declaration of Trust and filed with Registrant's Form 10-K for the fiscal year ended July 31, 1973. *3.3 Amendment #6 dated December 13, 1979 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 19, 1979 with respect to annual meeting of shareholders on December 13, 1979. *3.4 Amendment #7 dated July 9, 1981 to Declaration of Trust and filed as an appendix to Registrant's Proxy Statement dated June 1, 1981 with respect to a special meeting of shareholders on July 9, 1981. *3.5 Amendment #8 dated December 15, 1982 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 15, 1982 with respect to annual meeting of shareholders held December 15, 1982. *3.6 Amendment #9 dated December 10, 1985 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 15, 1985 with respect to annual meeting of shareholders held December 10, 1985. *3.7 Amendment #10 dated December 14, 1987 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 2, 1987 with respect to annual meeting of shareholders held December 14, 1987. *9.1 Agreement dated February 26, 1979 among William Newman, Joseph Newman and Melvin Newman filed as Exhibit 9 to Registration Statement No. 2-63669. *9.2 Agreement dated December 17, 1981 between New Plan Realty Trust and Merchant Navy Officers Pension Fund Trustees Limited filed as Exhibit 9.1 to Post-Effective Amendment No. 2 to Registration Statement No. 2-69682. *9.3 Debenture Purchase Agreement and Amendment filed as Exhibit 9.4 to Registration Statement No. 2-81432. *9.4 Share Purchase Agreement between New Plan Realty Trust, Merchant Navy Officers Pension Fund Trustees Limited filed as Exhibit 9.5 to Registration Statement No. 2-90107. *9.5 Purchase Agreement dated December 18, 1990 between New Plan Realty Trust and Beleggingsmaatschappij Midas B.V. filed as Exhibit 9.5 to the Registrant's Form 10-K for the fiscal year ended July 31, 1994. 9.6 Termination of Purchase Agreement dated December 17, 1981 between New Plan Realty Trust and Merchant Navy Officers Pension Fund Trustees Limited. *10.1 Lease dated January 30, 1964 between John Hancock Mutual Life Insurance Company and Roosevelt Mall Northeast, Inc. filed as Exhibit 12.4(a) to Registration Statement No. 2- 45633 (Registrant's leasehold interest in the Roosevelt Mall Shopping Center). *10.2 Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of December 30, 1993 filed as Exhibit 10.2 to the Registrant's Form 10-K for the fiscal year ended July 31, 1994. *10.3 Amendment No. 1 to Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of December 30, 1993 filed as Exhibit 10.3 to the Registrant's Form 10-K for the fiscal year ended July 31, 1994. 10.4 Extension request and Consent by and among New Plan Realty Trust, the Lenders party to the Revolving Credit Agreement and The Bank of New York, as agent, dated as of December 1, 1994. 10.5 Amendment No. 2 to Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of July 20, 1995. *10.6 Senior Securities Indenture between New Plan Realty Trust and The First National Bank of Boston, as Trustee, dated as of March 29, 1995 filed as Exhibit 4.2 to Registration Statement No. 33-60045. 10.7 7.75% Senior Note Due April 6, 2005. 10.8 6.8% Senior Note Due May 15, 2002. 11 Statement of Computation of Earnings Per Share for the Twelve Months Ended July 31, 1995. 21 Subsidiaries of the Registrant. 23 Consent required with respect to material incorporated by reference in a previously filed Registration Statement. (d) Financial Statement Schedules. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. ______________________________ *Incorporated herein by reference as above indicated. SIGNATURES __________ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Trust has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEW PLAN REALTY TRUST (Registrant) By:/s/William Newman _______________________ William Newman Chief Executive Officer Dated: October 6, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Trust and in the capacities and on the dates indicated. Signature Title Date _________ _____ ____ /s/ William Newman Chief Executive Officer October 6, 1995 __________________ and Trustee William Newman /s/ Arnold Laubich President, Chief Operating October 6, 1995 __________________ Officer and Trustee Arnold Laubich /s/ Michael I. Brown Chief Financial Officer and October 6, 1995 ____________________ Chief Accounting Officer, Controller /s/ James M. Steuterman Executive Vice President October 6, 1995 _______________________ and Trustee James M. Steuterman /s/ Dean Bernstein Vice President - October 6, 1995 __________________ Administration Dean Bernstein /s/ Melvin Newman Trustee October 6, 1995 __________________ Melvin Newman __________________ Trustee October 6, 1995 Norman Gold __________________ Trustee October 6, 1995 Raymond H. Bottorf __________________ Trustee October 6, 1995 John Wetzler __________________ Trustee October 6, 1995 Gregory White ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 14(a)(1) AND (2), AND (d) LIST OF CONSOLIDATED FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES CERTAIN EXHIBITS YEAR ENDED JULY 31, 1995 NEW PLAN REALTY TRUST AND SUBSIDIARIES NEW YORK, NEW YORK Form 10-K Item 14(a)(1) and (2) NEW PLAN REALTY TRUST AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES The following financial statements of the Registrant are included in Item 8: Independent Accountant's Report . . . . . . . . . . . . . . . . . . . .F-2 Consolidated Balance Sheets as of July 31, 1995 and 1994 . . . . . . . .F-3 Consolidated Statements of Income for the years ended July 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . .F-5 Consolidated Statements of Changes in Shareholders' Equity for the years ended July 31, 1995, 1994 and 1993 . . . . . . . . . . .F-6 Consolidated Statements of Cash Flows for the years ended July 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . .F-7 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . .F-9 The following financial statement information and schedules of the Registrant are included in Item 14(d): Schedules II - Valuation and Qualifying Accounts. . . . . . . . . . . . . . F-17 III - Real Estate and Accumulated Depreciation . . . . . . . . . . F-18 IV - Mortgage Loans on Real Estate. . . . . . . . . . . . . . . . F-27 All other schedules for which provision is made in the applicable regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. REPORT OF INDEPENDENT ACCOUNTANTS To the Trustees and Shareholders of New Plan Realty Trust: We have audited the consolidated financial statements and financial statement schedules of New Plan Realty Trust and Subsidiaries listed in Item 14(a) of this Form 10-K. These financial statements and financial statement schedules are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of New Plan Realty Trust and Subsidiaries as of July 31, 1995 and 1994, and the consolidated results of their operations and their cash flows for each of the three years in the period ended July 31, 1995 in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P. New York, New York September 15, 1995, except for Note P, as to which the date is September 22, 1995 NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JULY 31, 1995 AND 1994 1995 1994 ____________ _____________ ASSETS: Real estate, at cost (Notes A and E) Land $ 135,100,768 $ 111,670,790 Buildings and improvements 629,979,689 509,671,528 ----------- ----------- 765,080,457 621,342,318 Less accumulated depreciation and amortization 64,006,509 49,101,916 ----------- ----------- 701,073,948 572,240,402 Cash and cash equivalents (Note A) 51,888,807 3,115,982 Marketable securities (Note C) 6,050,867 6,292,596 Mortgages and notes receivable (Note B) 22,873,504 22,909,676 Receivables Trade and notes, net of allowance for doubtful accounts (1995 - $2,922,500; 1994 - $2,331,500) (Note A) 6,864,474 6,289,709 Other (Note D) 1,121,878 1,628,367 Prepaid expenses and deferred charges 5,055,942 2,428,510 Other assets 1,707,055 2,087,332 ____________ ____________ TOTAL ASSETS $796,636,475 $616,992,574 ============ ============ See notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JULY 31, 1995 AND 1994 1995 1994 ____________ ____________ LIABILITIES: Mortgages payable (Note E) $ 27,295,385 $28,060,067 Note Payable (Note E) - 7,500,000 Senior Notes, net of unamortized discount 179,357,083 of $1,642,917 (Note F) Other liabilities (Note G) 16,744,870 13,665,494 Tenants' security deposits 2,709,666 2,274,229 ___________ ___________ TOTAL LIABILITIES 226,107,004 51,499,790 ___________ ___________ COMMITMENTS AND CONTINGENCIES (Notes H,I,J,O and P) - - SHAREHOLDERS' EQUITY Preferred shares, par value $1.00, authorized 1,000,000 shares; none issued - - Shares of beneficial interest without par value, unlimited authorization; issued and outstanding (1995 - 53,262,565; 1994 - 52,594,161) (Note I) 622,561,531 609,067,613 Less loans receivable for the purchase of shares of beneficial interest (Note I) 3,369,558 3,630,421 Add unrealized gain on securities reported at fair value (Note C) 182,460 - ___________ ___________ 619,374,433 605,437,192 Less distributions in excess of net income 48,844,962 39,944,408 ___________ ___________ TOTAL SHAREHOLDERS' EQUITY 570,529,471 565,492,784 ___________ ___________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $796,636,475 $616,992,574 ============ =========== See notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993 1995 1994 1993 __________ _________ __________ Revenues: Rental income and related Revenues (Notes A and K) $126,447,966 $96,384,232 $65,307,505 Interest and dividend income (Notes B and C) 4,128,163 4,570,283 11,001,265 ___________ ___________ __________ 130,576,129 100,954,515 76,308,770 ___________ ___________ __________ Operating Expenses: Operating costs 29,960,955 21,982,525 14,325,052 Leasehold rent (Note J) 614,084 588,174 437,257 Real estate and other taxes 11,809,539 9,560,719 7,048,905 Interest expense 7,174,028 2,288,633 1,386,151 Depreciation and amortization 15,055,225 11,342,009 7,574,387 Provision for doubtful accounts 958,394 1,151,903 628,504 ___________ ___________ ___________ Total operating expenses 65,572,225 46,913,963 31,400,256 65,003,904 54,040,552 44,908,514 Other Expenses: Administrative expenses 2,515,669 2,713,163 2,619,754 ___________ ___________ ___________ Income Before Gain on Sale of Properties and Securities: 62,488,235 51,327,389 42,288,760 Gain on sale of properties 227,638 459,792 - Gain on sale of securities, net - 530,075 939,878 ___________ __________ ___________ 227,638 989,867 939,878 ___________ __________ ___________ Net Income $62,715,873 $52,317,256 $43,228,638 =========== ========== =========== Net Income Per Share (Note A) $1.19 $1.06 $.89 =========== ========== =========== Cash Distribution Per Share $1.355 $1.315 $1.275 =========== ========== =========== See notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993 (NOTE I) 1995 1994 1993 ___________ ________ __________ Number of Shares of Beneficial Interest Balance at beginning of each year 52,594,161 48,956,564 48,384,568 Sales of shares under Dividend Reinvestment Plan 667,204 610,437 508,356 Stock options exercised 1,200 27,160 63,640 Issuance of shares pursuant to public offering - 3,000,000 ------------ ------------ ------------ Balance at end of year 53,262,565 52,594,161 48,956,564 ============ ============ ============ Shares of Beneficial Interest Balance at beginning of each year $609,067,613 $530,900,723 $518,235,101 Sales of shares under Dividend Reinvestment Plan 13,472,493 13,551,244 11,742,180 Stock options exercised 21,425 500,646 923,442 Issuance of shares pursuant to public offering - 64,115,000 - ------------ ------------ ------------ Balance at end of each year 622,561,531 609,067,613 530,900,723 Loans Receivable for the Purchase of Shares of Beneficial Interest Balance at beginning of each year (3,630,421) (2,761,098) (3,061,106) Repayment of loans for the purchase of shares 260,863 288,522 619,321 Loans receivable for the purchase of shares - (1,157,845) 319,313 ------------ ------------ ------------ Balance at end of each year (3,369,558) (3,630,421) (2,761,098) Distributions in Excess of Net Income Balance at beginning of each year (39,944,408) (27,568,697) (8,834,791) Net Income 62,715,873 52,317,256 43,228,638 Dividends Paid (71,616,427) (64,692,967) (61,962,544) ------------ ------------ ------------ Balance at end of each year (48,844,962) (39,944,408) (27,568,697) Unrealized Gain on Securities Reported at Fair Value (Note C) Balance at beginning of each year - - - At adoption of SFAS 115 182,460 - - Balance at end of each year 182,460 - - TOTAL SHAREHOLDERS' EQUITY $570,529,471 $565,492,784 $500,570,928 ============ ============ ============ See notes to consolidated financial statements. NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993 (NOTE N) 1995 1994 1993 ___________ ___________ ___________ OPERATING ACTIVITIES Net income $62,715,873 $52,317,256 $43,228,638 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 15,055,225 11,342,009 7,574,387 ___________ ___________ ___________ 77,771,098 63,659,265 50,803,025 Gain on sale of properties (227,638) (459,792) - Gain on sale of securities, net - (530,075) (939,878) Payment of deferred financing costs (956,990) - - Changes in operating assets and liabilities, net Increase in trade and notes receivable (1,165,765) (2,491,666) (1,545,491) Decrease/(increase) in other receivables 506,489 288,014 (113,864) Increase in allowance for doubtful accounts 591,000 105,500 704,200 Increase in other liabilities 6,492,376 1,444,619 1,001,889 (Increase)/decrease in net sundry assets and liabilities (907,583) 54,594 (1,427,639) ___________ ___________ ___________ NET CASH PROVIDED BY OPERATING ACTIVITIES 82,102,987 62,070,459 48,482,242 ___________ ___________ ___________ INVESTING ACTIVITIES Sales of marketable securities 424,783 43,524,412 26,308,833 Purchases of marketable securities - (1,298,479) (31,080,426) Net proceeds from the sale of properties 1,025,000 1,998,194 - Purchase and improvement of properties (136,310,299) (219,541,405) (72,779,408) Repayment of mortgage notes receivable 36,172 1,225,651 9,564,717 ____________ ___________ ___________ NET CASH USED IN INVESTING ACTIVITIES (134,824,344) (174,091,627) (67,986,284) ____________ ____________ ___________ NEW PLAN REALTY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993 (NOTE N) (CONTINUED FROM PREVIOUS PAGE) FINANCING ACTIVITIES Distributions to shareholders (71,616,427) (64,692,967) (61,962,544) Issuance of shares of bene- ficial interest pursuant to dividend reinvestment plan 13,472,493 13,551,244 11,742,180 Issuance of shares of beneficial Interest pursuant to public offering, net of loans receivable and offering costs - 62,957,155 - Issuance of shares of beneficial interest upon exercise of stock options, net ofloans receivable in 1993 21,425 500,646 604,129 Proceeds from short-term borrowings 352,000,000 47,500,000 - Repayment of short-term borrowings (359,500,000) (40,000,000) - Proceeds from sale of Senior Notes 179,322,720 - - Principal payments on mortgages (407,892) (325,769) (993,671) Repayment of mortgages (12,059,000) (6,954,088) (5,238,360) Repayment of loans receivable for the purchase of shares of beneficial interest 260,863 288,522 619,321 ___________ __________ ___________ NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES 101,494,182 12,824,743 (55,228,945) ___________ __________ ___________ INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 48,772,825 (99,196,425) (74,732,987) Cash and cash equivalents at beginning of year 3,115,982 102,312,407 177,045,394 ___________ __________ ___________ CASH AND CASH EQUIVALENTS AT END OF YEAR $51,888,807 $3,115,982 $102,312,407 =========== ========== ============ See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A - Summary Of Significant Accounting Policies Organization and Income Taxes: New Plan Realty Trust was organized July 31, 1972 as a Massachusetts Business Trust. New Plan Realty Trust and subsidiaries (the "Trust") have elected to be taxed as a Real Estate Investment Trust ("REIT") under the provisions of the Internal Revenue Code. Accordingly, the Trust does not pay Federal income tax on income as long as income distributed to shareholders is at least equal to real estate investment trust taxable income. Further, the Trust pays no Federal income tax on capital gains distributed to shareholders. The Trust may be subject to tax by certain states that do not recognize the REIT. These taxes have been included in real estate and other taxes. Basis of Consolidation: The consolidated financial statements include the accounts of New Plan Realty Trust and its wholly owned qualified REIT subsidiaries. All significant intercompany transactions and balances have been eliminated. Real Estate: Real estate is carried at cost less accumulated depreciation and amortization. For financial reporting purposes, depreciation is calculated on the straight-line method based on the estimated useful lives of the assets ranging from 5 to 40 years. Amortization is calculated on a straight-line basis over the shorter of the life of the lease or the estimated useful life of the asset. The Trust's policy is to annually assess any impairment in value by making a comparison of the current and projected operating cash flows of each of its properties over its remaining useful life, on an undiscounted basis, to the carrying amount of such property. Such carrying amount would be adjusted, if necessary, to reflect an impairment in the value of the asset. The Trust records sales when, among other criteria, the parties are bound by the terms of a contract, all consideration has been exchanged and all conditions precedent to closing have been performed. These conditions are usually met at the time of closing. The cost and related accumulated depreciation of assets sold are removed from the respective accounts and any gain or loss is recognized in income. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS 121"), which will be effective for financial statements issued for fiscal years beginning after December 15, 1995. SFAS 121 is not expected to have a material impact on the financial position or results of operations of the Trust. Cash Equivalents: Cash equivalents consist of short-term, highly liquid debt instruments with maturities of three months or less at the date of purchase. Items classified as cash equivalents include insured bank certificates of deposit and commercial paper. The carrying amount of cash equivalents approximates fair value due to the short-term maturities of these financial instruments. At times cash balances at a limited number of banks may exceed insurable amounts. The Trust believes it mitigates its risk by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuer. Revenue Recognition: Lease agreements between the Trust and retail tenants generally provide for additional rentals based on such factors as percentage of tenants' sales in excess of specified volumes, increases in real estate taxes, increases in Consumer Price Indices and common area maintenance charges. These additional rentals are generally included in income when reported to the Trust or when billed to tenants. The Trust recognizes rental income from leases with scheduled rent increases on a straight-line basis over the lease term. Deferred rent receivables, included in trade and notes receivable, represents the difference between the straight-line rent and amounts currently due. Concentration of Credit Risk: No tenant or single property accounts for more than 10% of the Trust's revenues. Net Income Per Share: Net income per share is calculated using a weighted average number of shares outstanding during each year: 1995 - 52,894,355 shares; 1994 - 49,501,984 shares; 1993 - 48,838,346 shares. Note B - Mortgages & Notes Receivable Mortgages and Notes Receivable are collateralized principally by real property and consist of the following: July 31, 1995 1994 ________ _____ _____ 10% purchase money first mortgage, due August 1, 1997 $ 6,200,000 $ 6,200,000 9.875% purchase money first mortgage, due July 25, 1996 4,610,000 4,610,000 9.375% purchase money first mortgage, due July 27, 1997 10,350,000 10,350,000 12% leasehold mortgage, due June 1, 2011 935,056 953,743 10.5% second mortgage due February 1, 1999 500,000 500,000 11.5% note, due April 30, 2004 278,448 295,933 ___________ ___________ $22,873,504 $22,909,676 The aggregate fair value of the mortgages receivable approximates the carrying value as of July 31, 1995 and 1994. The fair value of mortgages receivable is estimated based on discounting the future cash flows at a year-end risk adjusted lending rate that the Trust would utilize for loans of similar risk and duration. Note C - Marketable Securities In 1995, the Trust has adopted Statement of Financial Accounting Standards No. 115 "Accounting For Certain Investments in Debt and Equity Securities" ("SFAS 115") and, accordingly, has classified all such investments as available-for-sale. As of July 31, 1995, all investments are recorded at current market value with an offsetting adjustment to Shareholders' Equity. As of July 31, 1994, all equity securities were carried at the lower of cost or market and debt securities were carried at cost. 1995 1994 ____________________ __________________ July 31, Equity Debt Equity Debt ________ ______ ____ ______ ____ Amortized cost/cost basis $ 979,656 $4,888,751 $977,061 $5,315,535 Unrealized holdings gains 717,252 -- 931,728 -- Unrealized holdings losses -- (533,792) -- (743,563) __________ __________ __________ __________ Fair value $1,695,908 $4,354,959 $1,908,789 $4,571,972 The debt securities have maturity dates ranging from 1996 to 2009. The net increase in unrealized holding gains that have been included as a separate component of shareholders' equity is $182,460 for 1995. The weighted average method is used to determine realized gain or loss on securities sold. The market value of marketable securities is based on quoted market prices as of July 31, 1995 and 1994. Note D - Other Receivables Interest and dividends $ 445,673 $405,359 Notes receivables 139,205 410,000 Due from officers, trustees and employees (1) 449,791 499,409 Miscellaneous receivables 87,209 313,599 __________ _________ $1,121,878 $1,628,367 (1) Amounts, which are interest bearing, are either due on demand or have scheduled maturities. Note E - Mortgages and Note Payable Mortgages are collateralized by real property with a carrying value of approximately $89,966,000 before accumulated depreciation and amortization. As of July 31, 1995, mortgages payable bear interest at rates ranging from 7.2% to 11.625%, having a weighted average rate of 9.9% per annum and mature from 1996 to 2017. Scheduled principal payments during each of the next five fiscal years and thereafter are approximately as follows: Year Ending July 31, Amount ____________________ ______ 1996 $ 11,004,035 1997 483,533 1998 499,720 1999 547,075 2000 599,513 Thereafter 14,161,509 ____________ Total $ 27,295,385 The aggregate fair value of mortgages payable approximates the carrying value as of July 31, 1995 and 1994. The fair value of mortgages payable is estimated based on discounting future cash flows at a year-end borrowing rate which reflects the risk associated with mortgages of similar risk and duration. Certain other mortgages require the payment of interest only at a rate that follows certain short-term interest rate statistics such as treasury and prime rates and are therefore considered to be at fair value. The Trust has an unsecured revolving credit facility which provides for up to $100 million of borrowings until November 28, 1995. At July 31, 1995 no amounts were outstanding under this facility. At July 31, 1994 $7.5 million was outstanding under this facility with an interest rate of 5.125%. At the time of borrowing, the Trust can choose from three interest rate options. There are restrictive covenants that place a ceiling on total indebtedness of the lesser of 50% of tangible net worth or $250,000,000, a ceiling on mortgage indebtedness of $105,000,000, a minimum interest coverage ratio of 2.5 to 1 and a minimum tangible net worth of $400,000,000. The Trust has available approximately $2,200,000 of unused letters of credit as of July 31, 1995. Interest costs capitalized for the years ended July 31, 1995, 1994, and 1993 were approximately $1,161,000, $586,000, and $239,900, respectively. Interest paid for the years ended July 31, 1995, 1994 and 1993 was $5,031,000, $2,875,000 and $1,608,000, respectively. Note F - Senior Notes Payable In April 1995 the Trust issued $100 million face amount 7.75% unsecured ten year Senior Notes due April 6, 2005. The effective interest rate on the notes is 7.95%. The notes were issued at a discount of $1,363,000. In June 1995 the Trust issued $81 million face amount 6.8% unsecured seven year Senior Notes due May 15, 2002. The effective interest rate on the notes is 6.87%. The notes were issued at a discount of approximately $314,000. The notes are subordinate to mortgages payable and rank equally with borrowings under the revolving credit facility. For each of these note issues, the discount is being amortized over the life of the respective notes using the effective interest method. Interest is payable semi-annually and the principal is due at maturity. There is a restrictive covenant that limits the amount of total indebtedness to 65% of total assets. For the year ended July 31, 1995 $34,000 of amortized discount was included in interest expense. The aggregate fair value of the Senior Notes approximates the carrying value at July 31, 1995. The fair value of the Senior Notes payable is estimated based on discounting the future cash flows at a year end risk adjusted borrowing rate which reflects the risk associated with notes of similar risk and duration. Note G - Other Liabilities July 31, 1995 1994 ________ _____________ _____________ Construction costs payable $ -- $ 3,413,000 Accounts payable 1,206,096 1,404,778 Real estate taxes payable 3,230,716 2,761,299 State and local taxes payable 2,540,695 2,232,311 Interest payable 3,273,611 -- Amounts due seller of property 442,289 157,433 Accrued costs for sale of shares of beneficial interest and notes 371,513 311,742 Professional fees and costs 769,246 595,714 Deposits 400,000 550,000 Acquisition costs 666,929 249,410 Other 3,590,522 1,782,793 Deferred rent expense 253,253 207,014 ___________ ___________ $16,744,870 $13,665,494 Note H - Stock Option Plans 1985 Incentive Stock Option Plan: Pursuant to the 1985 Incentive Stock Option Plan (the "1985 Plan") options to purchase up to 450,000 Shares of Beneficial Interest may be granted to officers and key employees. The exercise price shall not be less than the fair market value of the shares on the date of grant of the option. Options will expire seven years from the date of grant. Options may only be granted within ten years of the date of the adoption of the 1985 Plan (i.e. by September 26, 1995). Options are not exercisable until one year from the date of grant, and thereafter are exercisable only as a percentage of the total number of shares covered by the option which begins at 20% during the second year and increases by 20% per year thereafter. The 1985 Plan is administered by a Stock Option Committee appointed by the Board of Trustees. 1991 Stock Option Plan: Pursuant to the 1991 Incentive Stock Option Plan (the "1991 Plan") options to purchase up to 1,000,000 Shares of Beneficial Interest may be granted to officers and key employees. The exercise price shall not be less than the fair market value of the shares on the date of grant of the option. Options will expire seven years from the date of grant. Options may only be granted within ten years of the date of the adoption of the 1991 Plan (i.e. by September 5, 2001). Options are not exercisable until one year from the date of grant, and thereafter are exercisable only as a percentage of the total number of shares covered by the option which begins at 20% during the second year and increases by 20% per year thereafter. The 1991 Plan is administered by a Stock Option Committee appointed by the Board of Trustees. Non-Qualified Stock Option Plan: Pursuant to the Non-Qualified Stock Option Plan, the Trust granted options to purchase shares. Options are not exercisable until one year from the date of grant, and thereafter are exercisable 20% per year. Other terms are similar to the terms of the 1985 Plan. The Trust no longer issues options to purchase Shares of Beneficial Interest from the Non-Qualified Stock Option Plan (the "Non-Qualified Plan"). March 1991 Stock Option Plan: Pursuant to the March 1991 Stock Option Plan (the "March 1991 Plan") two options for 650,000 Shares of Beneficial Interest each were granted to Mr. William Newman and Mr. Arnold Laubich. The grant of the two options, totalling 1,300,000 shares, was approved by the Board of Trustees on December 5, 1991. Pursuant to the March 1991 Plan, the exercise price of the options was not less than the fair market value of the shares on the date of grant of the option. Thirty percent (30%) of each of the two stock options became exercisable during the third year following the date of grant. Thereafter, the shares became exercisable 10% per year. The following table shows the activity and balances for each stock option plan during the fiscal years indicated. Non- March 1985 Qualified 1991 1991 Options Plan Plan Plan Plan _______ ____ ____ ____ ____ Outstanding July 31, 1992 300,500 44,700 1,300,000 -- Exercised (30,240) (33,400) -- -- Cancelled (35,600) -- -- -- Granted 100,000 5,000 -- -- Outstanding July 31, 1993 334,660 16,300 1,300,000 -- Exercised (15,860) (11,300) -- -- Cancelled (37,800) -- -- (3,000) Granted 64,500 -- -- 182,000 ______ _______ _________ _______ Outstanding July 31, 1994 345,500 5,000 1,300,000 179,000 Exercised (1,200) -- -- -- Cancelled (17,700) -- -- (6,000) Granted 25,000 -- -- 249,250 ______ _______ _________ _______ Outstanding July 31, 1995 351,600 5,000 1,300,000 422,250 _________________________________________________________________________ Options exercisable at July 31, 1995 167,400 2,000 650,000 32,200 Average outstanding option price which is the market price of the shares on the dates of grant $ 21.66 $ 21.88 $ 18.88 $ 21.29 Average price of options exercised during fiscal 1995 $ 17.85 -- -- -- _________________________________________________________________________ Note I - Shares Of Beneficial Interest The Trust has a Dividend Reinvestment and Share Purchase Plan (the "Plan") whereby shareholders may invest cash distributions and make optional cash payments to purchase Shares of Beneficial Interest of the Trust without payment of any brokerage commission or service charge. The price per share of the additional shares to be purchased with invested cash distributions is the midpoint between the day's high and low sales prices on the New York Stock Exchange, less 5%. The Trust has made loans to officers, trustees and employees for the purpose of purchasing its Shares of Beneficial Interest. These loans are demand and term notes bearing interest at rates ranging from 5% to 9.75%. Interest is payable quarterly. Note J - Lease Agreements The Trust has entered into leases, as lessee, in connection with ground leases for shopping centers which it operates, an office building which it sublets and administrative office space for the Trust. These leases are accounted for as operating leases. The minimum annual rental commitments during the next five fiscal years and thereafter are approximately as follows: Year Ending July 31, Amount ____________________ _________ 1996 $1,030,000 1997 926,000 1998 916,000 1999 886,000 2000 863,000 Thereafter 21,134,000 __________ Total $25,755,000 For the years ended July 31, 1995, 1994 and 1993, the lease for office space included contingent rentals for real estate tax escalations and operating expense incurred of $111,000, $105,000 and $96,000, respectively. In addition, ground leases provide for fixed rent escalations and renewal options. Note K - Rental Income Under Operating Leases Minimum future rentals to be received during the next five fiscal years and thereafter with initial or remaining noncancellable lease terms in excess of one year are approximately as follows: Year Ending July 31, Amount _____________________ ______ 1996 $ 82,350,000 1997 75,143,000 1998 67,760,000 1999 58,402,000 2000 46,707,000 Thereafter 293,529,000 _____________ Total $ 623,891,000 The above table assumes that all leases which expire are not renewed, therefore neither renewal rentals nor rentals from replacement tenants are included. Minimum future rentals do not include contingent rentals, which may be received under certain leases on the basis of percentage of reported tenants' sales volume, increases in Consumer Price Indices, common area maintenance charges and real estate tax reimbursements. Contingent rentals included in income for the years ended July 31, 1995, 1994 and 1993 amounted to approximately $19,388,000, $15,684,000 and $10,775,000, respectively. Note L - Pro Forma Financial Information (Unaudited) The Trust acquired 12 shopping centers, and five apartment complexes during the year ended July 31, 1995. The pro forma financial information for the years ended July 31, 1995 and 1994 shown below is based on the historical statements of the Trust after giving effect to the acquisitions as if such acquisitions took place on August 1, 1994, and 1993, respectively. The approximately $116,069,000 aggregate acquisition cost included existing mortgages and $104,367,000 in cash. The pro forma financial information is presented for informational purposes only and may not be indicative of results that would have actually occurred if the acquisitions had been in effect at the dates indicated. Also, they may not be indicative of the results that may be achieved in the future. July 31, 1995 1994 ________ ____ ____ Pro forma total revenues $142,139 $120,415 Pro forma net income $ 64,855 $ 55,202 Pro forma earnings per share $ 1.23 $ 1.12 Note M - Quarterly Financial Information (Unaudited) (Amounts In Thousands, Except Share Data) Income Before Gain on Sale Year Ended of Property Net Earnings July 31, Revenue and Securities Income Per Share ________ ________ ______________ ______ __________ 1995 ____ First $29,961 $15,259 $15,259 $.29 Second 32,062 15,847 15,847 .30 Third 32,757 15,862 15,862 .30 Fourth 35,796 15,520 15,748 .30 _______ _______ ______ ____ 1994 ____ First $21,904 $11,570 $12,064 $.25 Second 24,862 12,445 12,941 .26 Third 26,287 13,138 13,138 .27 Fourth 27,902 14,174 14,174 .28 Note N - Supplemental Cash Flow Information The Trust entered into the following non-cash investing and financing activities: Year Ending July 31, 1995 1994 ____________________ ____ ____ Mortgages payable assumed in the acquisition of shopping centers $ 11,702,000 $ 12,019,000 Increase in loans receivable in connection with the issuance of Shares of Beneficial Interest -- 1,158,000 Construction costs payable for the expansion of a shopping center -- 3,413,000 State and local income taxes paid for the years ended July 31, 1995, 1994 and 1993 were $12,000, $152,000 and $169,000, respectively. Note O - Retirement Plan The Trust, effective August 1, 1989, implemented a Retirement Savings Plan (the "Savings Plan"). Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan and the Trust may, at the discretion of the Board of Trustees, make a voluntary contribution to the Savings Plan. For the years ended July 31, 1995, 1994 and 1993, the Trust's contribution expense for the Savings Plan was $191,000, $135,000 and $123,000, respectively. Note P - Subsequent Events Subsequent to July 31, 1995 the Trust purchased two shopping centers containing an aggregate of 395,000 gross rentable square feet and an apartment complex containing 208 units. These properties are located in Illinois, Pennsylvania and South Carolina and the aggregate purchase price was approximately $25.2 million in cash. In addition, the Trust entered into a contract to sell for approximately $3.3 million, subject to purchaser's due diligence review, a shopping center in Kentucky which had, at July 31, 1995, a book value of approximately $2.3 million. On August 31, 1995 the Trustees declared a cash distribution to shareholders of record as of September 15, 1995 in the amount of $.345 per share (approximately $18,400,000) payable on October 3, 1995. NEW PLAN REALTY TRUST AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS SCHEDULE II Additions Balance at Charged Credited Balance Beginning to Costs to Other at End Description of Period and Expenses Revenues Deductions of Period ___________ _________ ____________ ________ __________ _________ Year Ended July 31, 1995 _____________ Allowance for doubtful accounts $2,331,500 $993,710 -- $ 402,710(1) $2,922,500 Year Ended July 31, 1994 _____________ Allowance for doubtful accounts $2,226,000 $1,149,452 -- $1,043,952(1) $2,331,500 Year Ended July 31, 1993 _____________ Allowance for doubtful accounts $1,521,800 $985,713 -- $ 281,513(1) $2,226,000 _________________ (1) Trade receivables charged to the reserve.
NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION July 31, 1995 COLUMN A COLUMN B COLUMN C COLUMN D ____________ _____________ ____________________________ _________________ Cost Capitalized Subsequent to Initial Cost to Company Acquisition ____________________________ _________________ Building & Description Encumbrances Land Improvements Improvements ___________ ____________ ____ _____________ _________________ Apartments ************************** BRECKENRIDGE APARTMENTS 604,487 2,411,462 133,406 BIRMINGHAM AL CLUB APARTMENTS, THE 6,212,016 1,709,558 6,838,233 3,054 BIRMINGHAM AL COURTS AT WILDWOOD 1,119,320 4,477,301 246,341 BIRMINGHAM AL DEVONSHIRE PLACE 1,245,728 4,982,914 962,613 BIRMINGHAM AL MAYFAIR APARTMENTS 240,000 962,217 403,061 DOVER DE RODNEY APARTMENTS 769,188 1,612,614 1,090,543 DOVER DE LAKE PARK APARTMENTS 833,000 1,822,039 1,895,724 LAKE PARK FL JAMESTOWN APARTMENTS 518,646 2,075,236 559,724 LEXINGTON KY SADDLEBROOK APARTMENTS 1,939,164 7,756,655 3,180 LEXINGTON KY CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,231,914 131,889 LOUISVILLE KY LA FONTENAY APARTMENTS 1,176,550 4,706,200 543,248 LOUISVILLE KY POPLAR LEVEL APARTMENTS 284,793 1,139,174 68,250 LOUISVILLE KY DEERHORN VILLAGE APARTMENTS 1,292,775 5,171,112 KANSAS CITY MO MEADOW EAST APARTMENTS 86,407 1,467,282 402,331 POTSDAM NY MOHAWK GARDEN APARTMENTS 163,235 1,135,660 1,600,997 ROME NY ARLINGTON VILLAGE APARTMENTS 1,065,284 4,269,138 23,569 FAIRBORN OH CHESTERFIELD APARTMENTS 179,109 1,449,156 290,695 MAUMEE OH GOVERNOUR'S PLACE APARTMENTS 626,807 2,507,226 3,375 HARRISBURG PA SEDGEFIELD APARTMENTS 1,550,734 6,211,936 44,798 FLORENCE SC HICKORY LAKE APARTMENTS 1,369,251 5,483,004 309,629 ANTIOCH TN ASHFORD PLACE APARTMENTS 1,150,270 4,611,080 431,299 CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 806,355 3,230,420 31,657 CLARKSVILLE TN PADDOCK PLACE APARTMENTS 1,358,400 5,437,602 14,685 CLARKSVILLE TN THE PINES APARTMENTS 918,769 3,679,074 30,131 CLARKSVILLE TN Development ************************** SIX FLAGS FACTORY OUTLET CENTER 763,463 319,241 JACKSON TOWNSHIP NJ Factory Outlets ************************** BARSTOW FACTORY OUTLET 10,448,808 5,730,337 22,936,349 11,546,860 BARSTOW CA ST AUGUSTINE OUTLET CENTER 100,879 4,488,742 14,426,139 8,492,455 ST AUGUSTINE FL BRANSON FACTORY OUTLET 17,669 22,312,120 11,385,730 BRANSON MO OSAGE FACTORY OUTLET VILLAGE 6,978,714 27,259,675 6,752,374 OSAGE BEACH MO FT CHISWELL FACTORY OUTLET 411,023 1,644,017 767,500 MAX MEADOWS VA Office Building ************************** INSTITUTE FOR DEFENSE ANALYSES 1,389,460 PRINCETON NJ Shopping Centers ************************** CLOVERDALE VILLAGE 2,370,199 634,152 2,536,606 FLORENCE AL DOVERAMA @ RODNEY VILLAGE 50,755 311,781 DOVER DE RODNEY VILLAGE 1,202,551 2,082,918 1,878,326 DOVER DE ALBANY PLAZA 696,447 2,799,786 82,075 ALBANY GA SOUTHGATE PLAZA - ALBANY 231,517 970,811 6,692 ALBANY GA EASTGATE PLAZA - AMERICUS 221,637 1,036,331 8,970 AMERICUS GA PERLIS PLAZA 774,966 5,301,644 101,172 AMERICUS GA ROGERS PLAZA 291,014 688,590 54,913 ASHBURN GA SWEETWATER VILLAGE 3,015,769 707,938 2,831,750 AUSTELL GA CEDAR PLAZA 928,302 3,713,207 CEDARTOWN GA CEDARTOWN SHOPPING CENTER 816,606 3,266,424 CEDARTOWN GA CORDELE SQUARE 864,335 3,457,337 162,290 CORDELE GA MR B'S 166,047 154,140 6,718 CORDELE GA SOUTHGATE PLAZA - CORDELE 202,682 958,998 16,841 CORDELE GA HABERSHAM VILLAGE 4,547,339 1,301,643 4,340,422 624,500 CORNELIA GA WESTGATE - DUBLIN 699,174 5,834,809 61,067 DUBLIN GA VICTORY SQUARE 1,206,181 4,824,725 45,726 SAVANAH GA TIFT-TOWN 271,444 1,325,238 100,653 TIFTON GA WESTGATE - TIFTON 156,269 304,704 TIFTON GA HAYMARKET MALL 1,230,252 4,921,007 DES MOINES IA HAYMARKET SQUARE 2,056,172 8,224,688 27,000 DES MOINES IA COLUMBUS CENTER 1,196,269 3,608,315 1,564,174 COLUMBUS IN JASPER MANOR 1,319,937 7,110,063 10,766 JASPER IN TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 PRINCETON IN WABASH CROSSING 1,614,878 6,470,511 27,744 WABASH IN JACKSON VILLAGE 284,815 3,115,586 103,937 JACKSON KY J*TOWN CENTER 1,331,074 4,121,997 527,428 JEFFERSONTOWN KY CHINOE VILLAGE 505,077 2,020,307 78,769 LEXINGTON KY NEW LOUISA PLAZA 469,014 1,998,752 161,682 LOUISA KY PICCADILLY SQUARE 355,000 1,588,409 190,022 LOUISVILLE KY EASTGATE SHOPPING CENTER 1,945,679 7,792,717 109,716 MIDDLETOWN KY LIBERTY PLAZA 2,075,809 8,303,237 RANDALLSTOWN MD SHOPPING CENTER - SALISBURY 312,650 1,833,330 30,946 SALISBURY MD MAPLE VILLAGE SHOPPING CENTER 1,625,581 6,514,322 85,661 ANN ARBOR MI WASHTENAW FOUNTAIN PLAZA 1,530,281 6,121,123 49,710 YPSILANTI MI SHOPPING CENTER - GOLDSBORO 181,998 1,014,433 45,792 GOLDSBORO NC SHOPPING CENTER - GREENVILLE 40,065 225,958 GREENVILLE NC SHOPPING CENTER - LUMBERTON 280,000 1,564,172 97,754 LUMBERTON NC SHOPPING CENTER - NEW BERN 171,000 1,593,832 NEW BERN NC SHOPPING CENTER - WILSON 315,000 1,780,370 42,033 WILSON NC LAUREL SQUARE 3,261,701 9,283,302 400,378 BRICKTOWN NJ HAMILTON PLAZA 1,124,415 4,513,658 37,647 HAMILTON NJ BENNETTS MILLS PLAZA 1,597,222 6,399,888 9,785 JACKSON NJ MIDDLETOWN PLAZA 1,204,829 1,479,487 3,505,205 MIDDLETOWN NJ UNIVERSITY MALL 115,079 1,009,902 657,842 CANTON NY CORTLANDVILLE 236,846 1,439,000 178,412 CORTLAND NY KMART PLAZA 942,257 3,769,027 56,826 DEWITT NY D & F PLAZA 730,512 2,156,542 850,528 DUNKIRK NY SHOPPING CENTER - ELMIRA 110,116 891,205 ELMIRA NY PYRAMID MALL 2,175,221 8,700,884 35,753 GENEVA NY SHOPPING CENTER - GLOVERSVILLE 139,429 524,517 93,523 GLOVERSVILLE NY MCKINLEY PLAZA 1,246,680 4,986,720 82,607 HAMBURG NY CAYUGA PLAZA 1,397,708 5,591,832 297,544 ITHACA NY SHOPS @ SENECA MALL 1,545,838 6,183,353 99,064 LIVERPOOL NY TRANSIT ROAD PLAZA 424,634 1,698,537 17,741 LOCKPORT NY SHOPPING CENTER - MARCY 400,000 2,231,817 94,207 MARCY NY ROCKLAND PLAZA 3,990,842 3,570,410 5,010,242 NANUET NY SOUTH PLAZA 508,013 1,051,638 1,492,405 NORWICH NY WESTGATE PLAZA - ONEONTA 142,821 1,192,103 249,070 ONEONTA NY OSWEGO PLAZA 250,000 1,168,027 1,799,026 OSWEGO NY MOHAWK ACRES 241,606 1,268,890 1,407,175 ROME NY MONTGOMERY WARD 93,341 483,405 231,438 ROME NY PRICE CHOPPER PLAZA 933,792 3,735,170 ROME NY WESTGATE MANOR PLAZA - ROME 77,208 391,982 306,866 ROME NY NORTHLAND 14,448 255,557 672,997 WATERTOWN NY HARBOR PLAZA 388,997 1,456,108 245,000 ASHTABULA OH BELPRE PLAZA 2,066,121 29,051 BELPRE OH SOUTHWOOD PLAZA 707,073 1,537,519 405,429 BOWLING GREEN OH BRENTWOOD PLAZA 2,050,969 8,222,875 67,617 CINCINNATI OH WESTERN VILLAGE SHOPPING CENTER 1,321,484 5,300,935 82,500 CINCINNATI OH SOUTH TOWNE CENTRE 4,737,368 9,636,943 489,274 DAYTON OH HERITAGE SQUARE 1,749,182 7,011,927 55,072 DOVER OH FAIRFIELD MALL 1,287,649 1,685,919 72,192 FAIRFIELD OH SILVER BRIDGE PLAZA 919,022 3,197,673 1,027,559 GALLIPOLIS OH SHOPPING CENTER - GENOA 600,375 96,001 1,016,349 GENOA OH PARKWAY PLAZA 950,667 2,069,921 206,816 MAUMEE OH NEW BOSTON SHOPPING CENTER 2,102,371 9,176,918 35,425 NEW BOSTON OH MARKET PLACE 597,923 3,738,164 187,621 PIQUA OH CENTRAL AVE MARKET PLACE 1,046,480 1,769,200 328,874 TOLEDO OH SHOPPING CENTER - ANNVILLE 190,000 1,048,126 173,735 ANNVILLE PA SHOPPING CENTER - HANOVER 235,000 1,331,329 128,191 HANOVER PA STONEMILL PLAZA 1,407,975 5,650,901 LANCASTER PA CROSSROADS PLAZA 384,882 1,040,668 227,329 MT. PLEASANT PA JOHN WANAMAKER 605,607 3,923,050 PHILADELPHIA PA ROOSEVELT MALL ANNEX 159,703 91,798 1,063,120 PHILADELPHIA PA ROOSEVELT MALL NE 2,602,635 5,838,364 PHILADELPHIA PA ST MARY'S PLAZA 977,711 3,910,842 48,925 ST MARY'S PA NORTHLAND CENTER 1,198,947 4,824,500 38,629 STATE COLLEGE PA SHOPS AT PROSPECT 725,100 2,894,668 WEST HEMPFIELD PA YORK MARKETPLACE 3,199,113 12,796,452 972 YORK PA CONGRESS CROSSING 1,098,351 6,747,013 56,826 ATHENS TN GREENEVILLE COMMONS 1,075,200 7,884,800 3,700 GREENEVILLE TN KINGS GIANT SHOPPING CENTER 2,500,633 164,713 KINGSPORT TN GEORGETOWN SQUARE 1,166,924 4,674,698 168,376 MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 290,000 792,441 COLONIAL HEIGHTS VA SHOPPING CENTER - HARRISONBURG 260,000 1,379,112 HARRISONBURG VA HANOVER SQUARE SHOPPING CENTER 1,778,701 7,114,805 128,929 MECHANICSVILLE VA VICTORIAN SQUARE 3,548,432 14,208,727 2,480 MIDLOTHIAN VA SHOPPING CENTER - SPOTSYLVANIA 250,000 1,363,880 127,618 SPOTSYLVANIA VA RIDGEVIEW CENTRE 2,707,679 4,417,792 463,791 WISE VA MOUNDSVILLE PLAZA 228,283 1,989,798 4,458,645 MOUNDSVILLE WV GRAND CENTRAL PLAZA 4,471,461 PARKERSBURG WV KMART PLAZA 664,121 2,656,483 35,900 VIENNA WV Vacant land ************************** 1 NORTH CENTRAL AVENUE 16,200 HARTSDALE NY ------------ ------------- ------------- ------------- TOTAL $ 27,295,385 $ 135,100,768 $ 541,558,540 $88,421,149 ============ ============= ============= =============
NEW PLAN REALTY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION July 31, 1995 COLUMN A COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I ___________ ____________________________________ ________ ________ ________ ________ Gross Amount at Which Carried at the Close of the Period ____________________________________ Life on Which Depreciation Building & Accumulated Date of Date in Latest Description Land Improvements Total(1) Depreciation Construction Acquired Income Statement ___________ ____________________________________ ____________ ____________ ________ ________________ Apartments ************************** BRECKENRIDGE APARTMENTS 604,487 2,544,868 3,149,355 224,457 1979 Feb 92 5-40 Years BIRMINGHAM AL CLUB APARTMENTS, THE 1,709,558 6,841,287 8,550,845 36,249 1969-1974 May 95 40 Years BIRMINGHAM AL COURTS AT WILDWOOD 1,119,320 4,723,642 5,842,962 246,732 1969 Jul 93 5-40 Years BIRMINGHAM AL DEVONSHIRE PLACE 1,245,728 5,945,527 7,191,255 497,212 1971 Feb 92 5-40 Years BIRMINGHAM AL MAYFAIR APARTMENTS 240,000 1,365,278 1,605,278 643,157 1971 Jan 81 5-40 Years DOVER DE RODNEY APARTMENTS 769,188 2,703,157 3,472,345 2,064,965 1963-1965 Jan 69 5-40 Years DOVER DE LAKE PARK APARTMENTS 833,000 3,717,763 4,550,763 2,015,620 1965 Feb 76 5-40 Years LAKE PARK FL JAMESTOWN APARTMENTS 518,646 2,634,960 3,153,606 323,901 1967 Sep 91 5-40 Years LEXINGTON KY SADDLEBROOK APARTMENTS 1,939,164 7,759,835 9,698,999 41,146 1969 May 95 40 Years LEXINGTON KY CHARLESTOWN @ DOUGLASS HILLS 1,306,230 5,363,803 6,670,033 255,766 1974 Sep 93 5-40 Years LOUISVILLE KY LA FONTENAY APARTMENTS 1,176,550 5,249,448 6,425,998 407,219 1970 Jul 92 5-40 Years LOUISVILLE KY POPLAR LEVEL APARTMENTS 284,793 1,207,424 1,492,217 141,252 1974 Jan 91 5-40 Years LOUISVILLE KY DEERHORN VILLAGE APARTMENTS 1,292,775 5,171,112 6,463,887 5,972 1974 Jul 95 40 Years KANSAS CITY MO MEADOW EAST APARTMENTS 86,407 1,869,613 1,956,020 546,519 1964-1971 Sep 83 5-40 Years POTSDAM NY MOHAWK GARDEN APARTMENTS 163,235 2,736,657 2,899,892 873,634 1947 Nov 85 5-40 Years ROME NY ARLINGTON VILLAGE APARTMENTS 1,065,284 4,292,707 5,357,991 103,643 1966 Aug 94 40 Years FAIRBORN OH CHESTERFIELD APARTMENTS 179,109 1,739,851 1,918,960 187,487 1979-1984 Feb 91 6-40 Years MAUMEE OH GOVERNOUR'S PLACE APARTMENTS 626,807 2,510,601 3,137,408 15,646 1974 Apr 95 40 Years HARRISBURG PA SEDGEFIELD APARTMENTS 1,550,734 6,256,734 7,807,468 164,953 1972,74,79 Jul 94 40 Years FLORENCE SC HICKORY LAKE APARTMENTS 1,369,251 5,792,633 7,161,884 241,620 1974 Dec 93 5-40 Years ANTIOCH TN ASHFORD PLACE APARTMENTS 1,150,270 5,042,379 6,192,649 227,881 1972-1974 Oct 93 5-40 Years CLARKSVILLE TN CEDAR VILLAGE APARTMENTS 806,355 3,262,077 4,068,432 81,848 1982 Jul 94 40 Years CLARKSVILLE TN PADDOCK PLACE APARTMENTS 1,358,400 5,452,287 6,810,687 136,615 1989 Jul 94 40 Years CLARKSVILLE TN THE PINES APARTMENTS 918,769 3,709,205 4,627,974 93,038 1986 Jul 94 40 Years CLARKSVILLE TN Development ************************** SIX FLAGS FACTORY OUTLET CENTER 763,463 319,241 1,082,704 JACKSON TOWNSHIP NJ Factory Outlets ************************** BARSTOW FACTORY OUTLET 5,730,337 34,483,209 40,213,546 1,122,550 1989 Nov 93 5-40 Years BARSTOW CA ST AUGUSTINE OUTLET CENTER 4,488,742 22,918,594 27,407,336 1,620,240 1991 Mar 92 5-40 Years ST AUGUSTINE FL BRANSON FACTORY OUTLET 17,669 33,697,850 33,715,519 1,062,974 1988 Nov 93 40 Years BRANSON MO OSAGE FACTORY OUTLET VILLAGE 6,978,714 34,012,049 40,990,763 1,790,662 1987 Jan 93 3-40 Years OSAGE BEACH MO FT CHISWELL FACTORY OUTLET 411,023 2,411,517 2,822,540 229,776 1989 Nov 93 3-40 Years MAX MEADOWS VA Office Building ************************** INSTITUTE FOR DEFENSE ANALYSES 1,389,460 1,389,460 572,873 1982 May 74 10-35 Years PRINCETON NJ Shopping Centers ************************** CLOVERDALE VILLAGE 634,152 2,536,606 3,170,758 50,467 1986 Oct 94 40 Years FLORENCE AL DOVERAMA @ RODNEY VILLAGE 50,755 311,781 362,536 52,316 1969 Oct 88 40 Years DOVER DE RODNEY VILLAGE 1,202,551 3,961,244 5,163,795 2,930,310 1959 Jan 69 5-40 Years DOVER DE ALBANY PLAZA 696,447 2,881,861 3,578,308 85,630 1968 May 94 40 Years ALBANY GA SOUTHGATE PLAZA - ALBANY 231,517 977,503 1,209,020 123,070 1969 Jul 90 40 Years ALBANY GA EASTGATE PLAZA - AMERICUS 221,637 1,045,301 1,266,938 131,171 1980 Jul 90 40 Years AMERICUS GA PERLIS PLAZA 774,966 5,402,816 6,177,782 678,344 1972 Jul 90 4-40 Years AMERICUS GA ROGERS PLAZA 291,014 743,503 1,034,517 98,160 1974 Jul 90 5-40 Years ASHBURN GA SWEETWATER VILLAGE 707,938 2,831,750 3,539,688 56,325 1985 Oct 94 40 Years AUSTELL GA CEDAR PLAZA 928,302 3,713,207 4,641,509 73,837 1994 Oct 94 40 Years CEDARTOWN GA CEDARTOWN SHOPPING CENTER 816,606 3,266,424 4,083,030 44,603 1989 Jan 95 40 Years CEDARTOWN GA CORDELE SQUARE 864,335 3,619,627 4,483,962 482,226 1968 Jul 90 3-40 Years CORDELE GA MR B'S 166,047 160,858 326,905 20,544 1968 Jul 90 2-40 Years CORDELE GA SOUTHGATE PLAZA - CORDELE 202,682 975,839 1,178,521 121,905 1969 Jul 90 40 Years CORDELE GA HABERSHAM VILLAGE 1,301,643 4,964,922 6,266,565 350,403 1985 May 92 40 Years CORNELIA GA WESTGATE - DUBLIN 699,174 5,895,876 6,595,050 739,473 1974 Jul 90 20-40 Years DUBLIN GA VICTORY SQUARE 1,206,181 4,870,451 6,076,632 369,810 1986 Jul 92 20-40 Years SAVANAH GA TIFT-TOWN 271,444 1,425,891 1,697,335 171,626 1965 Jul 90 10-40 Years TIFTON GA WESTGATE - TIFTON 156,269 304,704 460,973 38,437 1980 Jul 90 40 Years TIFTON GA HAYMARKET MALL 1,230,252 4,921,007 6,151,259 15,712 1968-1979 May 95 40 Years DES MOINES IA HAYMARKET SQUARE 2,056,172 8,251,688 10,307,860 26,261 1971-1979 May 95 40 Years DES MOINES IA COLUMBUS CENTER 1,196,269 5,172,489 6,368,758 827,070 1964 Dec 88 3-40 Years COLUMBUS IN JASPER MANOR 1,319,937 7,120,829 8,440,766 616,879 1990 Feb 92 20-40 Years JASPER IN TOWN FAIR SHOPPING CENTER 1,104,876 3,759,503 4,864,379 231,273 1991 Feb 93 40 Years PRINCETON IN WABASH CROSSING 1,614,878 6,498,255 8,113,133 263,514 1988 Dec 93 40 Years WABASH IN JACKSON VILLAGE 284,815 3,219,523 3,504,338 529,599 1983 Dec 88 20-40 Years JACKSON KY J*TOWN CENTER 1,331,074 4,649,425 5,980,499 754,839 1959 Oct 88 3-40 Years JEFFERSONTOWN KY CHINOE VILLAGE 505,077 2,099,076 2,604,153 333,228 1984 Mar 89 5-40 Years LEXINGTON KY NEW LOUISA PLAZA 469,014 2,160,434 2,629,448 538,051 1978 Feb 88 2-40 Years LOUISA KY PICCADILLY SQUARE 355,000 1,778,431 2,133,431 280,347 1973 Apr 89 3-40 Years LOUISVILLE KY EASTGATE SHOPPING CENTER 1,945,679 7,902,433 9,848,112 326,628 1987 Nov 93 5-40 Years MIDDLETOWN KY LIBERTY PLAZA 2,075,809 8,303,237 10,379,046 43,998 1962 May 95 40 Years RANDALLSTOWN MD SHOPPING CENTER - SALISBURY 312,650 1,864,276 2,176,926 489,235 1973 May 86 4-40 Years SALISBURY MD MAPLE VILLAGE SHOPPING CENTER 1,625,581 6,599,983 8,225,564 130,942 1965 Oct 94 40 Years ANN ARBOR MI WASHTENAW FOUNTAIN PLAZA 1,530,281 6,170,833 7,701,114 434,386 1989 Oct 92 40 Years YPSILANTI MI SHOPPING CENTER - GOLDSBORO 181,998 1,060,225 1,242,223 269,920 1973 May 86 35-40 Years GOLDSBORO NC SHOPPING CENTER - GREENVILLE 40,065 225,958 266,023 70,994 1973 May 86 35 Years GREENVILLE NC SHOPPING CENTER - LUMBERTON 280,000 1,661,926 1,941,926 417,574 1973 May 86 35-40 Years LUMBERTON NC SHOPPING CENTER - NEW BERN 171,000 1,593,832 1,764,832 421,227 1975 May 86 35 Years NEW BERN NC SHOPPING CENTER - WILSON 315,000 1,822,403 2,137,403 474,257 1973 May 86 35-40 Years WILSON NC LAUREL SQUARE 3,261,701 9,683,680 12,945,381 737,497 1973 Jul 92 10-40 Years BRICKTOWN NJ HAMILTON PLAZA 1,124,415 4,551,305 5,675,720 137,365 1972 May 94 40 Years HAMILTON NJ BENNETTS MILLS PLAZA 1,597,222 6,409,673 8,006,895 140,431 1988 Sep 94 40 Years JACKSON NJ MIDDLETOWN PLAZA 1,204,829 4,984,692 6,189,521 1,514,770 1972 Jan 75 5-40 Years MIDDLETOWN NJ UNIVERSITY MALL 115,079 1,667,744 1,782,823 789,739 1967 Jan 76 10-40 Years CANTON NY CORTLANDVILLE 236,846 1,617,412 1,854,258 306,803 1984 Aug 87 20-40 Years CORTLAND NY KMART PLAZA 942,257 3,825,853 4,768,110 187,347 1970 Aug 93 5-40 Years DEWITT NY D & F PLAZA 730,512 3,007,070 3,737,582 700,991 1967 Jan 86 5-40 Years DUNKIRK NY SHOPPING CENTER - ELMIRA 110,116 891,205 1,001,321 143,893 1976 Feb 89 40 Years ELMIRA NY PYRAMID MALL 2,175,221 8,736,637 10,911,858 427,793 1973 Aug 93 40 Years GENEVA NY SHOPPING CENTER - GLOVERSVILLE 139,429 618,040 757,469 98,318 1974 Dec 88 40 Years GLOVERSVILLE NY MCKINLEY PLAZA 1,246,680 5,069,327 6,316,007 426,110 1991 Jun 92 3-40 Years HAMBURG NY CAYUGA PLAZA 1,397,708 5,889,376 7,287,084 892,186 1969 May 89 10-40 Years ITHACA NY SHOPS @ SENECA MALL 1,545,838 6,282,417 7,828,255 307,183 1971 Aug 93 5-40 Years LIVERPOOL NY TRANSIT ROAD PLAZA 424,634 1,716,278 2,140,912 83,943 1971 Aug 93 40 Years LOCKPORT NY SHOPPING CENTER - MARCY 400,000 2,326,024 2,726,024 609,484 1971 May 86 18-40 Years MARCY NY ROCKLAND PLAZA 3,990,842 8,580,652 12,571,494 2,472,249 1963 Jan 83 3-40 Years NANUET NY SOUTH PLAZA 508,013 2,544,043 3,052,056 841,964 1967 Apr 83 5-40 Years NORWICH NY WESTGATE PLAZA - ONEONTA 142,821 1,441,173 1,583,994 436,344 1967 1984 5-40 Years ONEONTA NY OSWEGO PLAZA 250,000 2,967,053 3,217,053 964,994 1966 Jan 77 40 Years OSWEGO NY MOHAWK ACRES 241,606 2,676,065 2,917,671 659,707 1965 Feb 84 2-40 Years ROME NY MONTGOMERY WARD 93,341 714,843 808,184 202,768 1965 Jan 84 10-40 Years ROME NY PRICE CHOPPER PLAZA 933,792 3,735,170 4,668,962 183,206 1988 Aug 93 40 Years ROME NY WESTGATE MANOR PLAZA - ROME 77,208 698,848 776,056 180,795 1961 Jan 86 5-40 Years ROME NY NORTHLAND 14,448 928,554 943,002 236,696 1962 Jan 73 5-40 Years WATERTOWN NY HARBOR PLAZA 388,997 1,701,108 2,090,105 175,757 1988 Feb 91 15-40 Years ASHTABULA OH BELPRE PLAZA 2,095,172 2,095,172 373,427 1969 Jun 88 5-40 Years BELPRE OH SOUTHWOOD PLAZA 707,073 1,942,948 2,650,021 298,300 1961 May 90 3-40 Years BOWLING GREEN OH BRENTWOOD PLAZA 2,050,969 8,290,492 10,341,461 250,330 1957 May 94 40 Years CINCINNATI OH WESTERN VILLAGE SHOPPING CENTER1,321,484 5,383,435 6,704,919 161,117 1960 May 94 40 Years CINCINNATI OH SOUTH TOWNE CENTRE 4,737,368 10,126,217 14,863,585 844,315 1972 Mar 92 5-40 Years DAYTON OH HERITAGE SQUARE 1,749,182 7,066,999 8,816,181 355,180 1959 Aug 93 5-40 Years DOVER OH FAIRFIELD MALL 1,287,649 1,758,111 3,045,760 230,425 1978 May 90 12-40 Years FAIRFIELD OH SILVER BRIDGE PLAZA 919,022 4,225,232 5,144,254 1,095,033 1972 Dec 86 5-40 Years GALLIPOLIS OH SHOPPING CENTER - GENOA 96,001 1,016,349 1,112,350 111,342 1987 Mar 91 40 Years GENOA OH PARKWAY PLAZA 950,667 2,276,737 3,227,404 325,504 1955 Sep 89 20-40 Years MAUMEE OH NEW BOSTON SHOPPING CENTER 2,102,371 9,212,343 11,314,714 566,558 1991 Feb 93 20-40 Years NEW BOSTON OH MARKET PLACE 597,923 3,925,785 4,523,708 374,068 1972 Nov 91 2-40 Years PIQUA OH CENTRAL AVE MARKET PLACE 1,046,480 2,098,074 3,144,554 244,610 1968 Aug 90 20-40 Years TOLEDO OH SHOPPING CENTER - ANNVILLE 190,000 1,221,861 1,411,861 309,385 1972 May 86 18-40 Years ANNVILLE PA SHOPPING CENTER - HANOVER 235,000 1,459,520 1,694,520 364,795 1971 May 86 35-40 Years HANOVER PA STONEMILL PLAZA 1,407,975 5,650,901 7,058,876 218,079 1988 Jan 94 40 Years LANCASTER PA CROSSROADS PLAZA 384,882 1,267,997 1,652,879 208,061 1975 Nov 88 5-40 Years MT. PLEASANT PA JOHN WANAMAKER 605,607 3,923,050 4,528,657 3,836,781 1964 Jan 64 35 Years PHILADELPHIA PA ROOSEVELT MALL ANNEX 159,703 1,154,918 1,314,621 481,810 1958 Apr 74 10-40 Years PHILADELPHIA PA ROOSEVELT MALL NE 8,440,999 8,440,999 3,637,301 1964 Jan 64 5-40 Years PHILADELPHIA PA ST MARY'S PLAZA 977,711 3,959,767 4,937,478 69,609 1970 Dec 94 40 Years ST MARY'S PA NORTHLAND CENTER 1,198,947 4,863,129 6,062,076 377,705 1988 Jun 92 40 Years STATE COLLEGE PA SHOPS AT PROSPECT 725,100 2,894,668 3,619,768 1994 Jul 95 40 Years WEST HEMPFIELD PA YORK MARKETPLACE 3,199,113 12,797,424 15,996,537 67,800 1955 May 95 40 Years YORK PA CONGRESS CROSSING 1,098,351 6,803,839 7,902,190 570,059 1990 Mar 92 40 Years ATHENS TN GREENEVILLE COMMONS 1,075,200 7,888,500 8,963,700 666,892 1990 Mar 92 20-40 Years GREENEVILLE TN KINGS GIANT SHOPPING CENTER 2,665,346 2,665,346 196,516 1970 Sep 92 3-40 Years KINGSPORT TN GEORGETOWN SQUARE 1,166,924 4,843,074 6,009,998 221,097 1986 Sep 93 40 Years MURFREESBORO TN SHOPPING CENTER - COLONIAL HTS 290,000 792,441 1,082,441 209,431 1972 May 86 35 Years COLONIAL HEIGHTS VA SHOPPING CENTER - HARRISONBURG 260,000 1,379,112 1,639,112 364,479 1969 May 86 35 Years HARRISONBURG VA HANOVER SQUARE SHOPPING CENTER1,778,701 7,243,734 9,022,435 473,645 1991 Jan 93 5-40 Years MECHANICSVILLE VA VICTORIAN SQUARE 3,548,432 14,211,207 17,759,639 482,058 1991 Mar 94 40 Years MIDLOTHIAN VA SHOPPING CENTER - SPOTSYLVANIA 250,000 1,491,498 1,741,498 368,598 1970 May 86 35-40 Years SPOTSYLVANIA VA RIDGEVIEW CENTRE 2,707,679 4,881,583 7,589,262 368,870 1990 Jul 92 3-40 Years WISE VA MOUNDSVILLE PLAZA 228,283 6,448,443 6,676,726 382,331 1961 Dec 88 5-40 Years MOUNDSVILLE WV GRAND CENTRAL PLAZA 4,471,461 4,471,461 787,139 1986 Jun 88 40 Years PARKERSBURG WV KMART PLAZA 664,121 2,692,383 3,356,504 165,328 1975 Feb 93 40 Years VIENNA WV Vacant land ************************** 1 NORTH CENTRAL AVENUE 16,200 16,200 Jul 72 HARTSDALE NY _____________ _____________ _____________ _____________ TOTAL $ 135,100,768 $ 629,979,689 $ 765,080,457 $ 64,006,509 ============= ============= ============= ============= (1) Aggregate cost is the same for Federal income tax purposes NEW PLAN REALTY TRUST REAL ESTATE AND ACCUMULATED DEPRECIATION SCHEDULE III JULY 31, 1995 (continued) Reconciliation of "Real Estate and Accumulated Depreciation": 1995 1994 1993 INVESTMENT IN REAL ESTATE Balance at beginning of period $ 621,342,318 $ 388,227,913 $ 301,135,683 Additions during the period: Land 23,964,530 37,888,580 16,320,161 Buildings and improvements 120,636,110 197,091,961 70,757,597 Carrying costs - - 17,594 _____________ _____________ _____________ 765,942,958 623,208,454 388,231,035 Less: Costs of assets sold and written-off 862,501 1,866,136 3,122 _____________ _____________ _____________ Balance at end of period $ 765,080,457 $ 621,342,318 $ 388,227,913 ============= ============= ============= ACCUMULATED DEPRECIATION Balance at beginning of period $ 49,101,916 $ 38,183,206 $ 30,785,272 Additions charged to operating expenses 14,968,266 11,250,895 7,397,934 _____________ _____________ _____________ 64,070,182 49,434,101 38,183,206 Less: Accumulated depreciation on assets sold and written-off 63,673 332,185 - _____________ _____________ _____________ Balance at end of period $ 64,006,509 $ 49,101,916 $ 38,183,206 ============= ============= =============
NEW PLAN REALTY TRUST AND SUBSIDIARIES MORTGAGE LOANS ON REAL ESTATE SCHEDULE IV July 31, 1995 _____________ COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G ________ ________ ________ ________ ________ ________ ________ Final Face Face Carrying Interest Maturity Periodic Amount of Amount of Description Rate Date Payment Terms Prior Liens Mortgages Mortgages ___________ ________ ________ _____________ ___________ _________ _________ Second mortgage, collateral Interest payable - - - -ized by a shopping center monthly, balance in Hartsdale, NY 10.5% 2/1/99 at maturity $500,000 $500,000 Purchase money first mortgage, Interest payable collateralized by a shopping Interest payable center in Connellsville, PA 10% 8/1/97 principal per $6,200,000 $6,200,000 month for 17 months, balance at maturity Purchase money first mortgage, Interest payable collateralized by a shopping monthly, balance center in Whitesboro, NY 9.875% 7/25/96 at maturity 4,610,000 4,610,000 Leasehold mortgage Interest and collateralized by a tenant principal payable lease 12% 6/1/2011 monthly 935,056 935,056 Purchase money first mortgage Interest payable collateralized by a shopping monthly, balance center in New City, NY 9.375% 7/27/97 at maturity 10,350,000 10,350,000 Leasehold mortgage Interest and collateralized by a Tenant principal payable lease 11.5% 4/30/04 monthly 278,448 278,448 ___________ ___________ Note--Column H is not applicable $22,873,504 $22,873,504 =========== =========== Year Ended July 31, 1995 1994 1993 ____ ____ ____ Balance, beginning of period $ 22,909,676 $ 24,135,327 $ 33,700,044 Additions during period: New mortgage loans -- 800,000 -- Reductions during period: Collection of principal (36,172) (1,525,651) (9,564,717) Amounts refinanced -- (500,000) -- Reduction in mortgage receivable in connection with prepaid acquisition costs -- -- ___________ ___________ ___________ Balance, end of period $22,873,504 $22,909,676 $24,135,327 =========== =========== =========== NEW PLAN REALTY TRUST EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K No. Page ___ ____ *3.1 Amendment #4 dated December 6, 1972 to Declaration of Trust (amending Declaration of Trust in its entirety) and filed as Exhibit 3.1(d) to Registration Statement No. 2-45633. *3.2 Amendment #5 dated December 12, 1972 to Declaration of Trust and filed with Registrant's Form 10-K for the fiscal year ended July 31, 1973. *3.3 Amendment #6 dated December 13, 1979 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 19, 1979 with respect to annual meeting of shareholders on December 13, 1979. *3.4 Amendment #7 dated July 9, 1981 to Declaration of Trust and filed as an appendix to Registrant's Proxy State- ment dated June 1, 1981 with respect to a special meeting of shareholders on July 9, 1981. *3.5 Amendment #8 dated December 15, 1982 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 15, 1982 with respect to annual meeting of shareholders held December 15, 1982. *3.6 Amendment #9 dated December 10, 1985 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 15, 1985 with respect to annual meeting of shareholders held December 10, 1985. *3.7 Amendment #10 dated December 14, 1987 to Declaration of Trust and filed as Appendix A to Registrant's Proxy Statement dated November 2, 1987 with respect to annual meeting of shareholders held December 14, 1987. *9.1 Agreement dated February 26, 1979 among William Newman, Joseph Newman and Melvin Newman filed as Exhibit 9 to Registration Statement No. 2-63669. *9.2 Agreement dated December 17, 1981 between New Plan Realty Trust and Merchant Navy Officers Pension Fund Trustees Limited filed as Exhibit 9.1 to Post-Effective Amendment No. 2 to Registration Statement No. 2-69682. *9.3 Debenture Purchase Agreement and Amendment filed as Exhibit 9.4 to Registration Statement No. 2-81432. *9.4 Share Purchase Agreement between New Plan Realty Trust, Merchant Navy Officers Pension Fund Trustees Limited filed as Exhibit 9.5 to Registration Statement No. 2- 90107. *9.5 Purchase Agreement dated December 18, 1990 between New Plan Realty Trust and Beleggingsmaatschappij Midas B.V. filed as Exhibit 9.5 to the Registrant's Form 10-K for the fiscal year ended July 31, 1994. 9.6 Termination of Purchase Agreement dated December 17, 1981 between New Plan Realty Trust and Merchant Navy Officers Pension Fund Trustees Limited. *10.1 Lease dated January 30, 1964 between John Hancock Mutual Life Insurance Company and Roosevelt Mall Northeast, Inc. filed as Exhibit 12.4(a) to Registration Statement No. 2-45633 (Registrant's leasehold interest in the Roosevelt Mall Shopping Center). *10.2 Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of December 30, 1993 filed as Exhibit 10.2 to the Registrant's Form 10-K for the fiscal year ended July 31, 1994. *10.3 Amendment No. 1 to Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of December 30, 1993 filed as Exhibit 10.3 to the Registrant's Form 10-K for the fiscal year ended July 31, 1994. 10.4 Extension request and Consent by and among New Plan Realty Trust, the Lenders party to the Revolving Credit Agreement and The Bank of New York, as agent, dated as of December 1, 1994. 10.5 Amendment No. 2 to Revolving Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of July 20, 1995. *10.6 Senior Securities Indenture between New Plan Realty Trust and The First National Bank of Boston, as Trustee, dated as of March 29, 1995 filed as Exhibit 4.2 to Registration Statement No. 33-60045. 10.7 7.75% Senior Note Due April 6, 2005. 10.8 6.8% Senior Note Due May 15, 2002. 11 Statement of Computation of Earnings Per Share for the Twelve Months Ended July 31, 1995. 21 Subsidiaries of the Registrant. 23 Consent required with respect to material incorporated by reference in a previously filed Registration Statement. ___________________________________ * Incorporated herein by reference as indicated above. EXHIBIT 9.6 ___________ August 18, 1995 MNOPF Trustees Limited Ashcombe House, The Crescent Leatherhead, Surrey KT22 8LQ England Gentlemen: Reference is made to that certain Purchase Agreement between New Plan Realty Trust ("New Plan") and you dated December 17, 1981 (the "Agreement") and to the 4,493,954 shares of beneficial interest you own in New Plan (the "Shares"). This letter will confirm the agreement between you and New Plan regarding the Agreement and the Shares: 1. The Agreement is hereby terminated and neither party thereto shall have any further liability to the other thereunder. 2. You have represented that the Shares are all of the shares of beneficial interest in New Plan owned by you. 3. The existing outstanding certificates representing the Shares will be reissued forthwith without any legends thereon in the name of "MNOPF Trustees Limited" or a street nominee name, at your or your agent's written direction, and delivered to Bank of New York for your account within three business days after the delivery of such outstanding certificates together with written instructions to such effect to The First National Bank of Boston, New Plan's Transfer Agent for the Shares. The period of three business days set forth above shall be extended for such reasonable period as may be necessary in the event such certificates are not delivered within such period as a result of Acts of God. 4. Provided that the events detailed in Clause 3 above occur, you agree to vote the Shares, so long as they are owned by you (or any affiliated or related entity), in favor of (a) the election of the nominees of New Plan's management each year for Trustees through December 31, 2001 and (b) Amendment #11 to Declaration of Trust of New Plan Realty Trust when requested by and upon the recommendation of its Board of Trustees. You agree to vote the Shares as set forth above by delivering to New Plan the form of Proxy provided by New Plan, appropriately completed and executed not less than one (1) week before the last date to vote on such issue, but in any event within seven days after its receipt by you. 5. As long as you own such number of shares of beneficial interest of New Plan as shall exceed 5% of all of the issued and outstanding shares of beneficial interest of New Plan, you agree to use your best efforts to notify New Plan, in writing, of any sale of Shares (including, the number of Shares transferred, the date of transfer and the name of the transferee where known to you) promptly after such sale. In addition, you will send New Plan copies of all notices and forms required to be filed with the Securities and Exchange Commission as a result of any transfer of Shares promptly after such filing is made. Please confirm our agreement as set forth above by signing and returning a copy of this letter. NEW PLAN REALTY TRUST By: /s/ Arnold Laubich _______________________ President MNOPF TRUSTEES LIMITED By:/s/ Geoffrey Henry ________________________ EXHBIT 10.4 ___________ EXTENSION REQUEST AND CONSENT EXTENSION REQUEST AND CONSENT (the "Extension"), dated as of December 1, 1994, by and among NEW PLAN REALTY TRUST, a Massachusetts business trust (the "Borrower"), the Lenders party to the Credit Agreement (hereinafter defined) and THE BANK OF NEW YORK, as agent (in such capacity, the "Agent"). RECITALS A. This Extension is made pursuant to that certain Revolving Credit Agreement, dated as of December 30, 1993, by and among the Borrower, the Agent and the Lenders party thereto (as amended, the "Credit Agreement"). Capitalized terms used herein which are not defined herein and which are defined in the Credit Agreement shall have the same meanings as therein defined. B. Section 2.18 of the Credit Agreement provides that, as long as no Default or Event of Default exists, the Borrower may request that the Termination Date be extended for a period of 364 days commencing on the date that the Required Lenders provide their consent to such Extension Request to the Agent. C. The Borrower has timely made an Extension Request and desires that the Lenders evidence their consent thereto by this Extension. In consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto confirm and agree as follows: 1. As of October 17, 1994, the Borrower delivered its Extension Request to the Agent. Pursuant to the Extension Request, the Borrower requested that the Termination Date be extended for an additional period of 364 days. 2. As of November 29, 1994, the Agent received the Required Lenders' consent to the Extension Request. 3. The Borrower hereby represents and warrants that there exists no Default or Event of Default under the Credit Agreement. 4. Based on the representations in paragraph 3, each Lender by signing below hereby confirms that the Termination Date shall be extended for 364 days from November 29, 1994, the date that the Required Lenders delivered their consents to the Agent. In furtherance of the foregoing, the parties agree that the definition of "Termination Date" set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety, and the following new definition is substituted in its place: "Termination Date": November 28, 1995, subject to extension, as provided for in Section 2.18. 5. This Extension shall constitute the notice by the Agent to the Lenders of the effectiveness of the Extension required pursuant to Section 2.18(a)(ii) of the Credit Agreement . 6. Exhibit B to the Credit Agreement (Commitments and Commitment Percentages) in effect as of the date hereof is hereby republished and attached to this Extension as Exhibit 1. 7. The Borrower hereby (a) reaffirms and admits the validity and enforceability of the Loan Documents in accordance with their terms and all of its obligations thereunder, (b) agrees and admits that it has no defenses to or offsets against any of its obligations to either Agent or any Lender thereunder, and (c) represents and warrants that the represen- tations and warranties made by it in the Credit Agreement are true and cor- rect in all material respects on and as of the date hereof. 8. The Borrower has heretofore delivered to the Agent and the Lenders copies of the audited Consolidated and Consolidating Balance Sheets of the Borrower as of July 31, 1994, and the related Consolidated and Consolidating Statements of Operations, Stockholders' Equity and Cash Flows for the fiscal years of the Borrower then ended. The Financial Statements fairly present the Consolidated and Consolidating financial condition and results of the operations of the Borrower and its Sub- sidiaries as of the date and for the period indicated therein (subject, in the case of such unaudited statements, to normal year-end adjustments) and have been prepared in conformity with GAAP. Except as reflected in the Financial Statements or in the notes thereto, neither the Borrower nor any Subsidiary has any obligation or liability of any kind (whether fixed, ac- crued, contingent, unmatured or otherwise) which, in accordance with GAAP, should have been shown on the Financial Statements and was not. Since the date of the Financial Statements, the Borrower and each Subsidiary has con- ducted its business only in the ordinary course and there has been no Material Adverse Change. 9. Schedule A attached hereto sets forth all actions, suits or proceedings at law or in equity or by or before any Governmental Authority (whether or not purportedly on behalf of the Borrower or any Subsidiary) pending or, to the knowledge of the Borrower, threatened against the Borrower, any Subsidiary or any of their respective Properties or rights, which, if adversely determined, could have a Material Adverse Effect. 10. This Extension may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one amendment. It shall not be necessary in making proof of this Extension to produce or account for more than one counterpart signed by each party. 11. This Extension is being delivered in and is intended to be performed in the State of New York and shall be construed and enforceable in accordance with, and be governed by, the internal laws of the State of New York without regard to principles of conflict of laws. 12. Except as amended hereby, the Credit Agreement shall in all other respects remain in full force and effect. 13. This Extension and all documents, agreements, under- standings and arrangements relating to this transaction have been negotiated, executed and delivered on behalf of the Borrower by the trustees or officers thereof in their representative capacity under the Declaration of Trust, and not individually, and bind only the trust estate of the Borrower, and no trustee, officer, employee, agent or shareholder of the Borrower shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations and undertakings of the Borrower hereunder, and any person or entity dealing with the Borrower in connection therewith shall look only to the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking thereunder. The Agent and each Lender hereby acknowledge and agree that each agreement and other document executed by the Borrower in accordance with or in respect of this transac- tion shall be deemed and treated to include in all respects and for all purposes the foregoing exculpatory provision. IN WITNESS WHEREOF, the parties hereto have caused this Extension Agreement to be duly executed as of the date first above written. NEW PLAN REALTY TRUST By: /s/ Dean Bernstein Name: Dean Bernstein Title: Vice President THE BANK OF NEW YORK, Individually and as Agent By: /s/ Andrea Stuart Name: Andrea Stuart Title: Vice President FLEET BANK, N.A. By: /s/ John G. Christensen Name: John G. Christensen Title: Vice President CORESTATES BANK NA By: /s/ Gary S. Kinn Name: Gary S. Kinn Title: Vice President EXHIBIT 1 to Credit Agreement LIST OF COMMITMENTS ___________________ Commitment Bank Commitment Percentage ____ __________ __________ The Bank of $45,000,000 45% New York Fleet Bank, N.A. $35,000,000 35% CoreStates Bank NA $20,000,000 20% TOTAL $100,000,000 100% ============ ==== SCHEDULE A Actions and Proceeding ______________________ None EXHIBIT 10.5 ____________ AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT AMENDMENT NO. 2 (this "Amendment"), dated as of July 20, 1995, to the REVOLVING CREDIT AGREEMENT (the "Credit Agreement"), dated as of December 30, 1993, by and among NEW PLAN REALTY TRUST, a Massachusetts business trust (the "Borrower"), the Lenders party thereto and THE BANK OF NEW YORK, as agent (in such capacity, the "Agent"). RECITALS A. The Credit Agreement was previously (i) amended pursuant to that certain Amendment No. 1 to Revolving Credit Agreement, dated as of September 20, 1994, by and among the Borrower, the Lenders party thereto and the Agent, and (ii) extended pursuant to the terms of the Credit Agreement and that certain Extension Request and Consent, dated as of De- cember 1, 1994, by and among Borrower, the Lenders party thereto and the Agent. Capitalized terms used herein which are not defined herein and which are defined in the Credit Agreement, as amended, shall have the same meanings as therein defined. B. The Borrower has requested that subsection (a) of Section 8.1 of the Credit Agreement be amended as hereinafter set forth. In consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Subsection (a) of Section 8.1 of the Credit Agreement ("Indebtedness") is hereby deleted in its entirety and the following new subsection (a) shall be substituted in its place: (a) Create, incur, assume or suffer to exist at any time any li- ability for Indebtedness (including outstanding Indebtedness under the Loan Documents), or permit any Subsidiary so to do, which, when added to all other Indebtedness of the Borrower and its Subsidiaries, would exceed the lesser of (i) 65% of Tangible Net Worth and (ii) $350,000,000. 2. Section 2.18 (iii) of the Credit Agreement is hereby amended by deleting the number "33-1/3%" and substituting therefor the following phrase: "49% (or 33-1/3% at any time that the applicable percentage in the definition of Required Lenders is 66-2/3%)". 3. This Amendment shall not be deemed effective until such time as the Agent shall have received a copy of this Amendment duly executed by each party hereto. 4. The Borrower hereby (a) reaffirms and admits the validity and enforceability of the Loan Documents in accordance with their terms and all of its obligations thereunder, (b) agrees and admits that it has no defenses to or offsets against any of its obligations to either Agent or any Lender thereunder, (c) represents and warrants that there exists no Default or Event of Default, and (d) represents and warrants that the representations and warranties made by it in the Credit Agreement are true and correct in all material respects on and as of the date hereof. 5. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one amendment. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged. 6. This Amendment is being delivered in and is intended to be performed in the State of New York and shall be construed and enforceable in accordance with, and be governed by, the internal laws of the State of New York without regard to principles of conflict of laws. 7. Except as amended hereby, and by the Amendment No. 1 referred to above, the Credit Agreement shall in all other respects remain in full force and effect. 8. This Amendment and all documents, agreements, understandings and arrangements relating to this transaction have been negotiated, executed and delivered on behalf of the Borrower by the trustees or officers thereof in their representative capacity under the Declaration of Trust, and not individually, and bind only the trust estate of the Borrower, and no trustee, officer, employee, agent or shareholder of the Borrower shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations and undertakings of the Borrower hereunder, and any person or entity dealing with the Borrower in connection therewith shall look only to the trust estate for the payment of any claim or for the performance of any agreement, obligation or undertaking thereunder. The Agent and each Lender hereby acknowledge and agree that each agreement and other document executed by the Borrower in accordance with or in respect of this transaction shall be deemed and treated to include in all respects and for all purposes the foregoing exculpatory provision. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. NEW PLAN REALTY TRUST By: /s/ Dean Bernstein Name: Dean Bernstein Title: Vice President THE BANK OF NEW YORK, Individually and as Agent By: /s/ Andrea Stuart Name: Andrea Stuart Title: Vice President FLEET BANK, N.A. By: /s/ Mark E. Dalton Name: Mark E. Dalton Title: Vice President CORESTATES BANK NA By: /s/ Gary S. Kinn Name: Gary S. Kinn Title: Vice President EXHIBIT 10.7 ____________ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust (as defined below) or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED PRINCIPAL AMOUNT No.: 1 $100,000,000 CUSIP No.: 648059AD5 NEW PLAN REALTY TRUST 7 3/4% SENIOR NOTE DUE APRIL 6, 2005 NEW PLAN REALTY TRUST, a Massachusetts business trust (hereinafter called the "Trust," which term shall include any successor corporation under the Senior Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, upon presentation, the principal sum of ONE HUNDRED MILLION DOLLARS on April 6, 2005, and to pay interest on the outstanding principal amount thereon from April 6, 1995, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on April 6 and October 6 in each year, commencing April 6, 1995, at the rate of 7 3/4% per annum, until the entire principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date, as provided in the Senior Indenture, will be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest which shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof shall be given to Holders of Notes of this series not more than 15 days and not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Senior Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Trust maintained for that purpose in the City of New York, State of New York, or elsewhere as provided in the Senior Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Trust payment of interest may be made by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register kept for the Notes pursuant to Section 305 of the Senior Indenture (the "Note Register") or (ii) transfer to an account of the Person entitled thereto located inside the United States. This Note is one of a duly authorized issue of securities of the Trust (herein called the "Notes"), issued and to be issued in one or more series under a Senior Securities Indenture, dated as of March 29, 1995, as supplemented from time to time in accordance with its terms (herein called the "Senior Indenture"), between the Trust and The First National Bank of Boston (herein called the "Trustee," which term includes any successor trustee under the Senior Indenture with respect to the Notes), to which Senior Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trust, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as the "7 3/4% Senior Notes due April 6, 2005," limited in aggregate principal amount to $100,000,000. This Note is neither redeemable at the option of the Trust nor at the option of the Holder. The Senior Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Trust on this Note and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Trust, in each case, upon compliance by the Trust with certain conditions set forth in the Senior Indenture, which provisions apply to this Note. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Senior Indenture. As provided in and subject to the provisions of the Senior Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Senior Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed herein. The Senior Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Trust and the rights of the Holders of the Notes under the Senior Indenture at any time by the Trust and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes. The Senior Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Trust with certain provisions of the Senior Indenture and certain past defaults under the Senior Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Senior Indenture and no provision of this Note or of the Senior Indenture shall alter or impair the obligation of the Trust, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. As provided in the Senior Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Trust in any Place of Payment where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trust and the Security Register for the Notes (the "Note Registrar") duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Senior Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Trust may require payment of a sum sufficient to cover any tax or other government charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Trust, the Trustee and any agent of the Trust or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Trust, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement contained in the Senior Indenture or in this Note, or because of any indebtedness evidenced thereby, shall be had against any promoter, as such or, against any past, present or future shareholder, officer or director, as such, of the Trust or of any successor, either directly or through the Trust or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Note by the Holder thereof and as part of the consideration for the issue of the Notes. All terms used in this Note which are defined in the Senior Indenture shall have the meanings assigned to them in the Senior Indenture. THE SENIOR INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Trust has caused "CUSIP" numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Senior Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Trust has caused this instrument to be duly executed under its trust seal this 6th day of April, 1995. NEW PLAN REALTY TRUST By:/s/ Arnold Laubich ________________________ Name: Arnold Laubich Title: President Attest: By: /s/ Joel F. Crystal _______________________ Name: Joel F. Crystal Title: Assistant Secretary [SEAL] TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated "7 3/4% Senior Notes due April 6, 2005" referred to in the within-mentioned Senior Indenture. THE FIRST NATIONAL BANK OF BOSTON, as Trustee By: /s/ Kecia R. Banks _____________________ Authorized Signatory ___________________________________________________________________________ ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________ ________________________________________ ___________________________________________________________________________ (Please Print or Typewrite Name and Address including Zip Code of Assignee) ___________________________________________________________________________ the within Note of New Plan Realty Trust and irrevocably constitutes and appoints ___________________________________________________________________________ Attorney to transfer said Note on the books of the within-named Trust with full power of substitution in the premises. Dated:______________________________ ___________________________________ ___________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever. ___________________________________________________________________________ EXHIBIT 10.8 ____________ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust (as defined below) or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED PRINCIPAL AMOUNT No.: 1 $81,000,000 CUSIP No.: 648059AC7 NEW PLAN REALTY TRUST 6.80% SENIOR NOTE DUE MAY 15, 2002 NEW PLAN REALTY TRUST, a Massachusetts business trust (hereinafter called the "Trust," which term shall include any successor corporation under the Senior Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, upon presentation, the principal sum of EIGHTY-ONE MILLION DOLLARS on May 15, 2002, and to pay interest on the outstanding principal amount thereon from June 7, 1995, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 in each year, commencing November 15, 1995, at the rate of 6.80% per annum, until the entire principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date, as provided in the Senior Indenture, will be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof shall be given to Holders of Notes of this series not more than 15 days and not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Senior Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Trust maintained for that purpose in the City of New York, State of New York, or elsewhere as provided in the Senior Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Trust payment of interest may be made by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register kept for the Notes pursuant to Section 305 of the Senior Indenture (the "Note Register") or (ii) transfer to an account of the Person entitled thereto located inside the United States. This Note is one of a duly authorized issue of securities of the Trust (herein called the "Notes"), issued and to be issued in one or more series under a Senior Securities Indenture, dated as of March 29, 1995, as supplemented from time to time in accordance with its terms (herein called the "Senior Indenture"), between the Trust and The First National Bank of Boston (herein called the "Trustee," which term includes any successor trustee under the Senior Indenture with respect to the Notes), to which Senior Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trust, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as the "6.80% Senior Notes due May 15, 2002," limited in aggregate principal amount to $81,000,000. This Note is neither redeemable at the option of the Trust nor at the option of the Holder. The Senior Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Trust on this Note and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Trust, in each case, upon compliance by the Trust with certain conditions set forth in the Senior Indenture, which provisions apply to this Note. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Senior Indenture. As provided in and subject to the provisions of the Senior Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Senior Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed herein. The Senior Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Trust and the rights of the Holders of the Notes under the Senior Indenture at any time by the Trust and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes. The Senior Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Trust with certain provisions of the Senior Indenture and certain past defaults under the Senior Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Senior Indenture and no provision of this Note or of the Senior Indenture shall alter or impair the obligation of the Trust, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. As provided in the Senior Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Trust in any Place of Payment where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trust and the Security Register for the Notes (the "Note Registrar") duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Senior Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Trust may require payment of a sum sufficient to cover any tax or other government charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Trust, the Trustee and any agent of the Trust or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Trust, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement contained in the Senior Indenture or in this Note, or because of any indebtedness evidenced thereby, shall be had against any promoter, as such or, against any past, present or future shareholder, officer or trustee, as such, of the Trust or of any successor, either directly or through the Trust or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Note by the Holder thereof and as part of the consideration for the issue of the Notes. This Note and all documents, agreements, understandings and arrangements relating to this Note have been executed by the undersigned in his capacity as an officer or trustee of the Trust which has been formed as a Massachusetts business trust pursuant to a Declaration of Trust of New Plan Realty Trust dated as of July 31, 1972, as amended, and not individually, and neither the trustees, officers or shareholders of the Trust shall be bound or have any personal liability hereunder or thereunder. Each Holder shall look solely to the assets of the Trust for satisfaction of any liability of the Trust in respect of this Note and all documents, agreements, understandings and arrangements relating to this Note and will not seek recourse or commence any action against any of the trustees, officers or shareholders of the Trust or any of their personal assets for the performance or payment of any obligation hereunder or thereunder. All terms used in this Note which are defined in the Senior Indenture shall have the meanings assigned to them in the Senior Indenture. THE SENIOR INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Trust has caused "CUSIP" numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Senior Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Trust has caused this instrument to be duly executed under its trust seal this 7th day of June, 1995. NEW PLAN REALTY TRUST By:/s/ Arnold Laubich ________________________ Name: Arnold Laubich Title: Presdient Attest: By:/s/ Steven Siegel ______________________ Name: Steven Siegel Title: Secretary [SEAL] TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Notes of the series designated "6.80% Senior Notes due May 15, 2002" referred to in the within-mentioned Senior Indenture. THE FIRST NATIONAL BANK OF BOSTON, as Trustee By:/s/ Kecia R. Banks ________________________ Authorized Signatory ___________________________________________________________________________ ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ___________________________________ ___________________________________ ___________________________________________________________________________ (Please Print or Typewrite Name and Address including Zip Code of Assignee) ___________________________________________________________________________ the within Note of New Plan Realty Trust and irrevocably constitutes and appoints ___________________________________________________________________________ Attorney to transfer said Note on the books of the within-named Trust with full power of substitution in the premises. Dated:__________________________ ________________________________________ ________________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever. EXHIBIT 11 __________ Statement of Computation of Earnings Per Share for the Twelve Months Ended July 31, 1995 Fully Primary EPS Diluted EPS ___________ ___________ 1. Proceeds Upon Exercise of Options $41,250,925 $41,250,925 2. Market Price of Shares: Closing $21.750 Average $21.042 3. Treasury Shares that Could be Repurchased 1,960,409 1,896,594 4. Option Shares Outstanding 2,078,850 2,078,850 5. Common Stock Equivalents 118,441 182,256 6. Average Number of Shares Outstanding 52,894,355 52,894,355 7. Total of Common and Common Equivalent Shares 53,012,796 53,076,611 8. Net Income for the Period 62,715,873 62,715,873 9. Earnings Per Share $1.18 $1.18 10. Reported Earnings Per Share $1.18 N/A EXHIBIT 21 __________ SUBSIDIARIES OF THE REGISTRANT ______________________________ New Plan Realty Trust, the Registrant, has five significant subsidiaries: New Plan Securities Corp., a New York corporation. New Plan Realty of Alabama, Inc., an Alabama corporation. Avion Service Corp., a Pennsylvania corporation. New Plan Realty of Kingsport, Inc., a Tennessee corporation. New Plan Factory Malls, Inc., a Delaware Corporation EXHIBIT 23 __________ CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of New Plan Realty Trust on Forms S-3 (File Nos. 33-58596, 33-60045 and 33-60315) and on Forms S-8 (33-57946 and 33-59077) of our report dated September 15, 1995, except for Note P, as to which the date is September 22, 1995, on our audits of the consolidated financial statements and financial statement schedules of New Plan Realty Trust and Subsidiaries, as of July 31, 1995 and 1994 and for the years ended July 31, 1995, 1994 and 1993, which report is included in this Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. New York, New York October 5, 1995
EX-27 2
5 This Schedule contains summary financial information extracted from the consolidated balance sheets and consolidated statements of income and is qualified in its entirety by reference to such financial statements. 12-MOS JUL-31-1995 JUL-31-1995 51,889 6,051 6,864 2,923 0 0 765,080 64,007 796,636(1) 0 206,652 619,192 0 0 (48,663) 796,636(2) 0 130,576 0 57,441 2,516 958 7,174 62,716 0 62,716 0 0 0 62,716 1.19 1.19 Included in Total Assets but not listed: Mortgages Receivable ($22,874), Other Receivables ($1,122), Prepaid Expenses and Deferred Charges ($5,056), and Other Assets ($1,707) which total $30,759. Included in Total Liabilities but not listed: Other Liabilities ($16,745), and Tenants' Security Deposits ($2,710), which total $19,455.
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