-----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, O+Nw60pxuRGGcWhNKfjsXhdSSFplT63GwMKecp1ligkcq7TfJLW+oXseyC24klpZ GnHDLs7uFqNh70sP1xjXZA== 0000950133-99-000243.txt : 19990204 0000950133-99-000243.hdr.sgml : 19990204 ACCESSION NUMBER: 0000950133-99-000243 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW PLAN REALTY TRUST CENTRAL INDEX KEY: 0000071519 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 131995781 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08459 FILM NUMBER: 99520457 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): FEBRUARY 3, 1999 NEW PLAN REALTY TRUST (Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-08459 13-1995781 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification Number) 1120 AVENUE OF THE AMERICAS, 12TH FLOOR NEW YORK, NEW YORK 10036 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 869-3000 NOT APPLICABLE (Former name or former address, if changed since last report) 2 NEW PLAN REALTY TRUST ITEM 5. OTHER EVENTS On February 3, 1999, the Company entered into a Distribution Agreement with New Plan Excel Realty Trust, Inc., of which the Company is a wholly owned subsidiary, Salomon Smith Barney Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Prudential Securities Incorporated, as agents, in connection with the establishment of a medium-term notes program pursuant to which New Plan Excel Realty Trust, Inc. may issue and sell up to $500,000,000 of its debt securities entitled "Medium-Term Notes Due Nine Months or More from Date of Issue." As described in the Distribution Agreement, the Company will provide an unconditional guarantee as to payment of principal, premium, if any, and interest of any debt securities issued by New Plan Excel Realty Trust, Inc. pursuant to the Distribution Agreement. The closing related to the consummation of the Distribution Agreement is expected to occur on February 3, 1999. A copy of the Distribution Agreement is filed as an exhibit to this report. ITEM 7. EXHIBITS The Exhibits listed below relate to the Registration Statement on Form S-3 (No. 333-67511) of the New Plan Excel Realty Trust, Inc. and the Company and are filed herewith for incorporation by reference in such Registration Statement. 1.1 Distribution Agreement, dated as of February 3, 1999, by and among New Plan Excel Realty Trust, Inc., New Plan Realty Trust and Salomon Smith Barney Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Incorporated and Prudential Securities Incorporated (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on even date herewith by New Plan Excel Realty Trust, Inc.) 4.1 Indenture, dated as of February 3, 1999, by and among New Plan Excel Realty Trust, Inc., New Plan Realty Trust and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on even date herewith by New Plan Excel Realty Trust, Inc.) 5.1 Opinion of Goodwin, Procter & Hoar LLP regarding legality of the guarantee related to the Distribution Agreement - 2 - 3 23.1 Consent of Goodwin, Procter & Hoar LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1) - 3 - 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEW PLAN REALTY TRUST Date: February 3, 1999 By: /s/ STEVEN F. SIEGEL ------------------------------- Steven F. Siegel Senior Vice President, General Counsel and Assistant Secretary - 4 - 5 EXHIBIT INDEX Exhibit Document - ------- -------- 1.1 Distribution Agreement, dated as of February 3, 1999, by and among New Plan Excel Realty Trust, Inc., New Plan Realty Trust and Salomon Smith Barney Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Incorporated and Prudential Securities Incorporated (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on even date herewith by New Plan Excel Realty Trust, Inc.) 4.1 Indenture, dated as of February 3, 1999, by and among New Plan Excel Realty Trust, Inc., New Plan Realty Trust and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on even date herewith by New Plan Excel Realty Trust, Inc.) 5.1 Opinion of Goodwin, Procter & Hoar LLP regarding legality of the guarantee related to the Distribution Agreement 23.1 Consent of Goodwin, Procter & Hoar LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1) EX-5.1 2 OPINION OF GOODWIN, PROCTER & HOAR LLP 1 EXHIBIT 5.1 GOODWIN, PROCTER & HOAR LLP COUNSELLORS AT LAW EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 TELEPHONE (617) 570-l000 TELECOPIER (617) 523-1231 February 2, 1999 New Plan Excel Realty Trust, Inc. New Plan Realty Trust 1120 Avenue of the Americas New York, New York 10036 Ladies and Gentlemen: Re: Guarantee by New Plan Realty Trust of New Plan Excel Realty Trust, Inc. Medium Term Notes Due Nine Months or More From Date of Issue As special Massachusetts counsel to New Plan Realty Trust (the "Guarantor"), we render this opinion in connection with the offer and sale by New Plan Excel Realty Trust, Inc. (the "Company"), the holder of all outstanding shares of beneficial interest of the Guarantor, of up to U.S. $500,000,000 aggregate initial amount (or its equivalent, based upon the applicable exchange rate at the time of issuance, in such foreign or composite currencies as the Company shall designate at the time of issuance) of the Company's Medium Term Notes Due Nine Months or More from Date of Issue ("Notes"), which are to be established as a series of senior debt securities of the Company under an indenture among the Company as Primary Obligor, the Guarantor as Guarantor and State Street Bank & Trust Company as Trustee (the "Indenture"). We are advised that the Notes may be offered and sold from time to time by the Company directly or to or through Agents pursuant to a Distribution Agreement (the "Distribution Agreement") to which the Company, the Guarantor and the Agents are parties. Under the Indenture, the Guarantor undertakes to guarantee the payment of principal, premium if any and interest of and on the Notes (the "Guarantee"). We have reviewed the Company's Registration Statement No. 333-67511 on Form S-3 as filed with the Securities and Exchange Commission (the "Registration Statement"), including the Prospectus Supplement describing the Notes, and observe that each issue of Notes will be accompanied by a pricing supplement that will contain the specific description of the Notes being offered and the terms of the offering (a "Pricing Supplement"). We have also reviewed (i) copies of the Guarantor's Amended and Restated Declaration of Trust dated January 15, 1996 as filed with the Secretary of the Commonwealth of Massachusetts on March 12, 1996 and all subsequent amendments thereto filed with the Secretary of the 2 New Plan Excel Realty Trust, Inc. New Plan Realty Trust February 2, 1999 Page 3 Commonwealth of Massachusetts to date (the "Declaration of Trust"); (ii) a Certificate of recent date of the Secretary of the Commonwealth of Massachusetts as to filings made by the Guarantor and the authority of the Guarantor to transact business in Massachusetts; (iii) a Certificate of even date of the Secretary of the Guarantor reciting the adoption of resolutions pertaining to the Guarantor's Guarantee of the Notes; (iv) a Certificate of even date of an officer of the Guarantor as to certain factual matters; (v) copies furnished to us on your behalf of the following documents in the respective forms represented to us as to be executed by the parties thereto: (A) the Indenture and (B) the Distribution Agreement; and (vi) such other documents and certificates as we deem appropriate for the purposes of this opinion. We have made no independent examination as to the truth, accuracy, completeness or content of the facts contained in any representation, warranty, covenant or other statement made by or on behalf of either the Company or the Guarantor in any of the aforesaid documents or in any other document executed or furnished by the Company or the Guarantor in connection therewith. We have assumed the accuracy of all such facts as well as the genuineness of all signatures and the conformity to original documents of all documents submitted to or examined by us as copies. Our opinions herein are limited to matters of the law of the Commonwealth of Massachusetts, and we express no opinion herein concerning the law of any other jurisdiction. Subject to the foregoing and the other matters set forth herein, it is our opinion that: 1. The Guarantor has been duly established and is validly existing and in good standing as an unincorporated association commonly referred to as a business trust pursuant to its Declaration of Trust under the laws of the Commonwealth of Massachusetts. 2. The Indenture has been duly authorized by the Guarantor and, when the Indenture is executed and delivered by the Guarantor, assuming due authorization, execution and delivery of the Indenture by each of the Company and the Trustee, and when Notes are issued, authenticated and delivered pursuant to the Indenture against payment of the consideration therefor in accordance with the terms of the applicable Pricing Supplement, the obligations of the Guarantor under the Indenture, including its Guarantee of the Notes that constitute Debt Guarantees under the Registration Statement, will constitute valid and binding obligations of the Guarantor. 3 New Plan Excel Realty Trust, Inc. New Plan Realty Trust February 2, 1999 Page 3 We consent to a copy of this opinion being filed as an exhibit to the Registration Statement (whether pursuant to a post-effective amendment thereto or as an exhibit to a Form 8-K report to be filed by the Company). Very truly yours, /s/ Goodwin, Procter & Hoar LLP ---------------------------------------- Goodwin, Procter & Hoar LLP -----END PRIVACY-ENHANCED MESSAGE-----