-----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, Ok4BSym96L0UlsRbppns842qZjAXDzIe3MVzYgFRaJPNmyZDO2cyANX9FqmhBQxM 8sQiYshUN1dnMhZJyiLCdg== 0000761236-98-000003.txt : 19980817 0000761236-98-000003.hdr.sgml : 19980817 ACCESSION NUMBER: 0000761236-98-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PROPERTIES INVESTMENT TRUST CENTRAL INDEX KEY: 0000761236 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 066290322 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15713 FILM NUMBER: 98689629 BUSINESS ADDRESS: STREET 1: PO BOX 148 CITY: CANTON CENTER STATE: CT ZIP: 06020 BUSINESS PHONE: 8886781109 MAIL ADDRESS: STREET 1: P O BOX 148 CITY: CANTON CENTER STATE: CT ZIP: 06020 FORMER COMPANY: FORMER CONFORMED NAME: ROBERTS RICHARD REAL ESTATE GROWTH TRUST I DATE OF NAME CHANGE: 19920703 10-Q 1 QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended June 30, 1998 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 2-95449 NATIONAL PROPERTIES INVESTMENT TRUST Formerly Richard Roberts Real Estate Growth Trust I (Exact name of registrant as specified in its charter) Massachusetts 06-6290322 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) P.O. Box 148 Canton Center, CT 06020 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (860) 693-9624 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes X No PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. NATIONAL PROPERTIES INVESTMENT TRUST INDEX Accountants' Review Report Comparative Balance Sheet as of June 30, 1998 and December 31, 1997 Comparative Statement of Operations for the Quarters Ended June 30, 1998 and 1997 Comparative Statement of Changes in Shareholders' Equity for the Quarters Ended June 30, 1998 and 1997 Comparative Statement of Cash Flows for the Quarters Ended June 30, 1998 and 1997 Notes to the Financial Statements [Letterhead of Bernardi, Alfin & Koos, L.L.C.] August 3, 1998 Trustees National Properties Investment Trust P.O. Box 148 Canton Center, Connecticut 06020 We have reviewed the accompanying balance sheet of National Properties Investment Trust as of June 30, 1998 and the related statements of operations, changes in shareholders' equity and cash flows for the quarters ended June 30, 1998 and 1997, included in the accompanying Securities and Exchange Commission Form 10-Q for the period ended June 30, 1998 in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of National Properties Investment Trust. A review of interim financial information consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet as of December 31, 1997, and the related statements of operations, shareholders' equity and cash flows for the year then ended (not presented herein). In our report dated March 4, 1998, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 1997, is fairly stated in all material respects in relation to the balance sheet from which it has been derived. The accompanying financial statements have been prepared assuming that the Trust will continue as a going concern. As discussed in Note 7 to the financial statements, the Trust has sold its real property and its sole remaining substantial asset is an interest in Philips International Realty Corp. The Trust does not currently own any operating assets. These factors raise substantial doubt about the Trust's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Respectfully submitted, /s/ Bernardi, Alfin & Koos, L.L.C. BERNARDI, ALFIN & KOOS, L.L.C. Certified Public Accountants NATIONAL PROPERTIES INVESTMENT TRUST CANTON CENTER, CONNECTICUT COMPARATIVE BALANCE SHEET See Accountants' Review Report
(Reviewed) (Audited) June 30, December 31, 1998 1997 ASSETS: Investments in personal property $ 3,723 $ 4,287 Cash and cash equivalents 1,224 32,171 Receivables - 1,314 Investments 119,592 1,412,800 Other assets - 1,543 ----------- ----------- $ 124,539 $ 1,452,115 =========== =========== LIABILITIES: Accounts payable, accrued expenses and checkbook overdraft $ 4,125 $ 31,755 Prepaid rent 8,575 8,575 Due to shareholders 635 - Note payable - 89,821 ----------- ----------- Total Liabilities 13,335 130,151 ----------- ----------- SHAREHOLDERS' EQUITY: Shares of beneficial interest, no par value, unlimited authorization, shares issued and outstanding were 745,317 in 1998 and 749,276 in 1997 11,790,408 11,791,190 Accumulated deficit (11,586,369)(10,469,226) Accumulated other comprehensive income (92,835) - ----------- ----------- Total Shareholders' Equity 111,204 1,321,964 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 124,539 $ 1,452,115 - ------------------------------------------ =========== =========== The accompanying notes are an integral part of the financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST CANTON CENTER, CONNECTICUT COMPARATIVE STATEMENT OF OPERATIONS See Accountants' Review Report
For the Quarter Ended June 30, 1998 1997 INCOME (LOSS) FROM OPERATIONS OF DISCONTINUED LAKE MARY REAL ESTATE: Gross rental income $ - $ 88,671 Rental expenses - (57,485) General and administrative expenses (17,019) (22,391) -------- -------- Net Income (Loss) from Discontinued Property Operations (17,019) 8,795 -------- -------- OTHER INCOME (LOSS): Interest income 1 288 Loss on sale of investments (76,599) - -------- -------- Total Other Income (Loss) (76,598) 288 -------- -------- NET INCOME (LOSS) (93,617) 9,083 OTHER COMPREHENSIVE INCOME, NET OF TAX: Unrealized losses on securities (92,835) - -------- -------- COMPREHENSIVE INCOME (LOSS) $(186,452) $ 9,083 ======== ======== INCOME (LOSS) PER SHARE OF BENEFICIAL INTEREST $ (0.13) $ 0.01 ======== ======== COMPREHENSIVE INCOME (LOSS) PER SHARE OF BENEFICIAL INTEREST $ (0.25) $ 0.01 ======== ======== AVERAGE NUMBER OF SHARES OF BENEFICIAL INTEREST 747,553 738,915 ======== ======== The accompanying notes are an integral part of the financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST CANTON CENTER, CONNECTICUT COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY See Accountants' Review Report
For the Quarter Ended For the Quarter Ended June 30, June 30, 1998 1997 Shares Amount Shares Amount SHARES OF BENEFICIAL INTEREST Balance - Beginning of the Period 747,553 $ 11,791,190 718,860 $ 11,735,447 Shares issued (redemed) (2,236) (782) 30,416 36,900 ------- ------------ ------- ------------ Balance - End of the Period 745,317 $ 11,790,408 749,276 $ 11,772,347 ======= ============ ======= ============ ACCUMULATED DEFICIT Balance - Beginning of the Period $(11,492,752) $(11,328,666) Net income (loss) (93,617) 9,083 ------------ ------------- Balance - End of the Period $(11,586,369) $ (11,319,583) ============ ============= ACCUMULATED OTHER COMPREHENSIVE INCOME Balance - Beginning of the Period $ - $ - Unrealized loss on marketable securities (92,835) - ------------- ------------- Balance - End of the Period $ (92,835) $ - ============ ============= The accompanying notes are an integral part of the financial statements.
CANTON CENTER, CONNECTICUT COMPARATIVE STATEMENT OF CASH FLOWS Increase (Decrease) in Cash and Cash Equivalents See Accountants' Review Report
For the Quarter Ended June 30, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(93,617) $ 9,083 -------- -------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Loss on sale of marketable securities 76,599 - Depreciation and amortization 282 14,060 Changes in Assets and Liabilities: Receivables - (4,696) Other assets - 2,469 Accounts payable and accrued expenses (2,411) 13,404 Security deposits held and prepaid rent - 1,488 -------- -------- Total Adjustments 74,470 26,725 -------- -------- Net Cash Provided By (Used In) Operating Activities (19,147) 35,808 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of personal property - (42,343) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on debt (104,821) (7,205) Payments for redemption of shares (2,436) - Proceeds from the issuance of shares 1,654 - Proceeds from loan receivable 15,000 - Proceeds from the sale of marketable securites 110,974 - -------- -------- Net Cash Provided By (Used In) Financing Activities 20,371 (7,205) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,224 (13,740) CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD - 24,356 -------- -------- CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 1,224 $ 10,616 ======== ======== The accompanying notes are an integral part of the financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST NOTES TO FINANCIAL STATEMENTS NOTE 1 - Organization and Summary of Accounting Policies: A. Organization: National Properties Investment Trust (formerly Richard Roberts Real Estate Growth Trust I) (the "Trust") was organized on January 16, 1985 as a Massachusetts Business Trust. The Trust invests directly in equity interests in commercial, industrial and/or residential properties in the United States which have income-producing capabilities and intends to hold its properties for long-term investment. On December 31, 1997, National Properties Investment Trust, sold its sole real estate asset (the "Property") to a newly formed real estate investment trust company, the Philips International Realty Corp., a Maryland corporation ("New REIT"), in exchange for 32,000 shares of the Common Stock of New REIT pursuant to a Contribution and Exchange Agreement, dated August 11, 1997, as amended, among the Trust, the Board of Trustees of the Trust, New REIT and certain affiliated partnerships or limited liability companies associated with a private real estate firm controlled by Philip Pilevsky and certain partners and members thereof (the "Contribution and Exchange Agreement"). Soon after the issuance of the New REIT stock, the stock split 1.706 to 1 and the shares were issued on May 8, 1998. The New REIT will indirectly own ten shopping center properties in the New England, Mid-Atlantic and Southeast regions of the United States. New REIT is not affiliated with the Trust or the Trustees of the Trust and the sale price for the Property was determined by arm's-length negotiations between the parties. The Property is an approximately 38,125 square foot shopping center located in Lake Mary, Florida and, as of the date of sale, was 100% occupied. The consummation of the transactions contemplated by the Contribution and Exchange Agreement, including the sale of the Property, was approved by a majority of the shareholders of the Trust at its special meeting held on December 30, 1997. 499,097 of the 747,522 shares entitled to vote at such meeting approved the transaction proposal, with 13,219 opposed and 10,624 abstaining. 3,744 shares of the New REIT Common Stock were distributed to the Trust shareholders on December 31, 1997 and additional 20,256 of such shares were distributed to the Trust shareholders on January 7, 1998 (representing in the aggregate not less than 75% of the Common Stock received by the Trust). The remaining 8,000 shares are to be retained by the Trust and any distributions on the shares or net proceeds from the sale of the shares will be available to the Trust for working capital purposes. The New REIT stock split 1.706 to 1 and the Trust was issued a total of 13,348 on May 8, 1998. B. Method of Accounting: The financial statements of the Trust have been prepared on the accrual basis of accounting. C. Cash Equivalents: For financial statement purposes, the Trust considers all highly liquid investments with original maturities of three months or less to be cash equivalents. NOTE 1 - Organization and Summary of Accounting Policies: (Continued) D. Income Taxes: The Trust has made for prior years, and intends to make for 1998, an election to file as a real estate investment trust (REIT) for federal tax purposes, and if so qualified, will not be taxed on earnings distributed to shareholders. Accordingly, no provision for federal income taxes has been made for the periods ended June 30, 1998 and June 30, 1997. However, the Trust is subject to state income taxes, where applicable. E. Depreciation: Depreciation was computed using the straight-line method over an estimated depreciable life of 7 years for personal property. F. Accumulated Deficit: The accumulated deficit, reported as a reduction of Shareholders' Equity, includes net losses recognized and distributions made to Shareholders as a return of capital invested. G. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - Related Party Transactions: The Trust offices are located at premises owned by the Managing Trustee. No rent was charged to the Trust in the quarter ended June 30, 1998, however, the Trust paid utility bills for the office of $169 in the quarter ended June 30, 1998. NOTE 3 - Earnings Per Share: Earnings per Share of Beneficial Interest are computed on the weighted average number of Shares of Beneficial Interest outstanding during the period. NOTE 4 - Investments: The Companies' marketable securities consist of equity securities that have a readily determinable fair market value. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determinations at each balance sheet date. Since the Companies do not intend to sell these securities in the near term, they are classified as "available for sale" and accordingly, are carried at fair value, with unrealized gains and losses, net of tax, reported as a separate component within the stockholders' equity section of the balance sheet. Realized gains and losses on all marketable securities are determined by specific identification and are charged or credited to current earnings. NOTE 5 - Investment in Personal Property: All of the Trust's property is recorded at historical cost. The Trust's property and equipment are as follows:
June 30, December 31, 1998 1997 ---- ---- Furnishings and Equipment .................. $6,545 $6,545 Less: Accumulated Depreciation ............. ( 2,822) ( 2,258) ------ ------ Net Investment in Personal Property ...... $3,723 $4,287 ====== ======
NOTE 6- Receivables: Receivables consist of the following:
June 30, December 31, 1998 1997 ---- ---- Tenant Receivables ............................... $ -- $1,314 Allowance for Doubtful Accounts .................. -- -- -------- ------ Tenant Receivables net of Allowance .............. $ -- $1,314 ======== ======
NOTE 7 - Note Payable: As part of the sale of the Lake Mary property, the Trust entered into a secured non-recourse note agreement for settlement adjustments in favor of the purchaser. The note balance as of June 30, 1998 and December 31, 1997 was $0 and $89,821. The note was secured by 4,000 shares of Phillips International Realty Corp. stock. NOTE 8- Going Concern: The Trusts sole remaining substantial asset is an interest in Philips International Realty Corp. The Trust does not currently own any operating assets. The Trust is contractually bound to operate for one year until December 31, 1998. The Trustees of the Trust plan to investigate new properties as possible acquisitions for the Trust. Potential properties are currently under investigation, although the talks are in the preliminary stages. Should the Trust be unable to acquire a new property(ies) by the end of 1998, the Trustees will evaluate their options as to the best course of action for the Trust. NOTE 9- Sale of Lake Mary Property: The Trust exchanged its sole real estate holding for 32,000 shares of the Common Stock of New REIT, valued at $1,600,000 plus the assumption of its first mortgage. The total selling price was $2,161,940, resulting in a gain of $1,106,368. The Trust remains contingently liable on the first mortgage. The value of the Philips International Realty Corp. stock and the value of the Lake Mary real property were determined based upon the opinions of each of the parties financial advisors. The relative valuations of the Partnership Properties, and the Trust's Property, were considered independently by the Philips Group and the Trust, and negotiated on an arm's-length basis. The Trust and the Philips Group are not related parties and retained separate legal counsel and financial advisors. The terms of the Contribution and Exchange Agreement were the result of lengthy negotiations. However, no third-party appraisals of the Properties or any other assets were used to value such property for purposes of the Transaction. Accordingly, no assurance can be given that the valuation of Philips International Realty Corp. implied by the market capitalization of Philips International Realty Corp. does not exceed the aggregate value of the Properties that might have been obtained from an independent appraisal, or that the common stock received by the Trust in the Transactions reflects the fair value of the Trust's Property. NOTE 10- Contingencies: Salvatore R. Carabetta, an Independent Trustee, resigned on June 30, 1996. A successor Trustee was not appointed until June 16, 1997, which is greater than the 60 day period required by the Declaration of Trust for the appointment of a successor Trustee. The Declaration of the Trust requires a new Trustee to be appointed within 60 days. On June 16, 1997 Robert Reibstein was appointed as Trustee of the Trust. On January 6, 1996 the Managing Trustee, Peter Stein, declared a dividend without the express approval of Mr. Carabetta. Mr. Stein believes that the request for a vote sent to Mr. Carabetta twice by certified mail and not responded to, constitutes a presence at a vote and abstention from the vote. Additionally until June 25, 1996 when Jay Goldman was elected as Trustee of the Trust, Peter Stein, the Managing Trustee, had been acting on behalf of the Trust without the express approval of the majority of the Trustees. Peter Stein and Salvatore Carabetta were the sole remaining Trustees and since a majority of Trustees need to be present to have a vote, both Trustees needed to be present to hold a vote. On June 16, 1997, a Trustee meeting was held and the Trustees acknowledged that the Trust was operating without the full complement of Trustees and approved and ratified all actions carried out by the officers of the Trust. On June 16, 1997, the Trustees adopted an Amended and Restated Declaration of Trust, which provides that the Trust may choose to elect officers, including a President who shall act as Managing Trustee, and which further defines the powers and limitations of the officers of the Trust. As of September 30, 1997, no officers of the Trust have been appointed to oversee the management of the Trust. In July 1993, the then trustees of Trust amended the Declaration of Trust, without seeking or obtaining shareholder approval, to, among other things, create an open-end trust such that National would have an infinite life. Since the date of such amendment, National and its trustees have been acting at all times in a manner consistent with such infinite life status. Although the current Trustees believe that such trustees acted within their discretionary authority under the original Declaration of Trusts in effecting such amendment without seeking shareholder approval and that such amendment was properly adopted, there can be no assurance that one or more shareholders of the Trust will not challenge the validity of such amendment premised upon the need for such shareholder approval under the terms of the original Declaration of Trust or seek damages for breach of the contractual provisions of the original Declaration of Trust. If such a challenge was successfully brought, Trust may be required to obtain shareholder approval of such amendment in order to maintain its infinite life status (as opposed to liquidating one year after the completion of the Formation Transactions), and there can be no assurances that such shareholder approval, if required, would be obtained. NOTE 10- Contingencies: (Continued) On May 29, 1998 the shareholders of the Trust amended the Trusts Declaration of Trust, to the following: (i) to confirm self-management of the Trust by the Trustees, and the Managing Trustee and such officers as the Trustees may appoint acting under their direction, (ii) to substitute for provisions contemplating a finite life of the Trust and self-liquidation upon sale of the Trusts last real estate asset, a provision for perpetual life of the Trust until terminated by action of a majority in interest of the Shareholders, and (iii) to broaden the Trusts investment guidelines and remove certain investment restrictions in order to give the Trustees greater flexibility in managing the Trusts remaining assets for maximum realization of value in the Trust, subject always to the purpose of the Trust to operate so as to qualify as a real estate investment trust within the meaning of the Internal Revenue Code. A lawsuit has been brought by a successor of the former Advisor (Former Advisor) in the State of Connecticut against the Trust, Peter Stein (the Managing Trustee of the Trust) individually, and First Investment Properties, Inc. (a former Advisor of the Trust) for $105,000 plus interest, costs and attorneys fees. The suit contends that the Trust assumed and ratified the contract between First Investment Properties, Inc., which succeeded the Former Advisor as Advisor. The Trust contends it was never party to the contract and intends to vigorously defend these actions which it considers groundless. The ultimate resolution of these matters is not ascertainable at this time. No provision has been made in the financial statements related to these claims. A similar lawsuit that had been filed in Florida has been dropped and the 2,100 shares of Phillips International Realty Corp. stock owned by Peter Stein, the Managing Trustee, which had been held in escrow has been released. Management is unable to determine the effects the above events will have on the financial condition of the Trust, if any. NOTE 11- Supplemental Disclosure of Cash Flow Information:
June 30, June 30, 1998 1997 Cash paid during the year - Income taxes .......... $ -- $ -- Interest .............. $ -- $ 14,397
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. NATIONAL PROPERTIES INVESTMENT TRUST (the "Trust") was organized on January 16, 1985, as a Massachusetts Business Trust. On July 23, 1993, the Trust changed its name from Richard Roberts Real Estate Growth Trust I to its current name. The Trust has made for 1997 and prior years, and intends to make for 1998, an election to file as a real estate investment trust "REIT" under the provisions of the Internal Revenue Code and intends to maintain this status as long as it will benefit the Trust's shareholders. The Trust considers its business to be operating in one industry segment, investment in real property. On December 31, 1997, the Trust sold its sole real estate asset (the "Property") to a newly formed real estate investment trust company, Philips International Realty Corp., a Maryland corporation ("New REIT"), in exchange for 32,000 shares of the common stock of the New REIT pursuant to a Contribution and Exchange Agreement, dated August 11, 1997, as amended, among the Trust, the Board of Trustees of the Trust, New REIT and certain affiliated partnerships or limited liability companies associated with a private real estate firm controlled by Philip Pilevsky and certain partners and members thereof (the "Contribution and Exchange Agreement"). Soon after the issuance of the New REIT stock, the stock split 1.706 to 1 and the shares were issued on May 8, 1998. The New REIT will indirectly own ten shopping center properties in the New England, Mid-Atlantic and Southeast regions of the United States. New REIT is not affiliated with the Trust or the Trustees of the Trust and the sale price for the Property was determined by arm's-length negotiations between the parties. The Property is an approximately 38,125 square foot shopping center located in Lake Mary, Florida and, as of the date of sale, was 100% occupied. The consummation of the transactions contemplated by the Contribution and Exchange Agreement, including the sale of the Property, was approved by a majority of the shareholders of the Trust at its special meeting held on December 30, 1997. 499,097 of the 747,522 shares entitled to vote at such meeting approved the transaction proposal, with 13,219 opposed and 10,624 abstaining. The Trust exchanged its sole real estate holding for 32,000 shares of the Common Stock of New REIT plus the assumption of its first mortgage. The total selling price was $2,161,940, resulting in a gain of $1,106,368. 3,744 shares of the New REIT Common Stock were distributed to the Trust shareholders on December 31, 1997 and approximately 20,256 of such shares were distributed to the Trust shareholders on January 7, 1998 (representing in the aggregate not less than 75% of the Common Stock received by the Trust). The remaining 8,000 shares are to be retained by the Trust and any distributions on the shares or net proceeds from the sale of the shares will be available to the Trust for working capital purposes. The New REIT stock split 1.706 to 1 and the Trust was issued a total of 13,348 on May 8, 1998. The Trust is contingently liable on the first mortgage. The Trust's sole remaining substantial asset is an interest in Philips International Realty Corp. The Trust does not currently own any operating assets. The Trust is contractually bound to operate for one year until December 31, 1998. The Trustees of the Trust plan to investigate new properties as possible acquisitions for the Trust. Potential properties are currently under investigation, although the talks are in the preliminary stages. Should the Trust be unable to acquire a new property(ies) by the end of 1998, the Trustees will evaluate their options as to the best course of action for the Trust. Liquidity and Capital Resources The Trust's primary cash requirements are for operating expenses relating to continuing the existence of the Trust. At June 30, 1998 the Trust had $1,224 in cash. Current liabilities and future expenses are expected to be funded from the proceeds from the sale of Philips International Realty Corp. stock. On May 26, 1998, the Trust sold 6,400 shares of the New REIT stock for $111,200. The proceeds were used to pay off the note payable to the New REIT. The Trust is currently searching for potential new properties for acquisition. When a new property is identified, the Trust plans to raise new capital or exchange shares of beneficial interest to finance the purchase of the property. In exchange for capital raised, the Trust intends to issue stock to the new investors. This stock will be in addition to the stock now outstanding for the Trust. Currently no new properties have been contracted for purchase and no new capital has been raised. The principal asset of the Trust consists of an investment in the common stock of Philips International Realty Corp. Inflation Not applicable Competition Not applicable Results of Operations Not applicable. The Trust has no current operations and has incurred $17,019 of expenses and realized losses on investments of $76,599 for expenses necessary for the continued existence of the Trust. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. A lawsuit has been brought by a successor of the former Advisor ("Former Advisor") in the State of Connecticut against the Trust, Peter Stein (the Managing Trustee of the Trust) individually, and First Investment Properties, Inc. (a former Advisor of the Trust) for $105,000 plus interest, costs and attorney's fees. The suit contends that the Trust assumed and ratified the contract between First Investment Properties, Inc., which succeeded the Former Advisor as Advisor. The Trust contends it was never party to the contract and intends to vigorously defend these actions which it considers groundless. The ultimate resolution of these matters is not ascertainable at this time. No provision has been made in the financial statements related to these claims. A similar lawsuit that had been filed in Florida has been dropped and the 2,100 shares of Phillips International Realty Corp. stock owned by Peter Stein, the Managing Trustee, which had been held in escrow has been released. ITEM 2. CHANGES IN SECURITIES. NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NOT APPLICABLE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF HOLDERS OF BENEFICIAL INTEREST The annual meeting of shareholders was held May 29, 1998 and the shareholders of the Trust reelected the Trustees of the Trust and voted to amend the Declaration of Trust and ratify the following: In accordance with the Declaration of Trust, the Trustees have approved amending the Trusts Declaration of Trust, to the following effect, and recommend that the Shareholders approve and ratify the same: (i) to confirm self-management of the Trust by the Trustees, and the Managing Trustee and such officers as the Trustees may appoint acting under their direction, (ii) to substitute for provisions contemplating a finite life of the Trust and self-liquidation upon sale of the Trust's last real estate asset, provision for perpetual life of the Trust until terminated by action of a majority in interest of the Shareholders, and (iii) to broaden the Trust's investment guidelines and remove certain investment restrictions in order to give the Trustees greater flexibility in managing the Trust's remaining assets for maximum realization of value in the Trust, subject always to the purpose of the Trust to operate so as to qualify as a real estate investment trust within the meaning of the Internal Revenue Code. ITEM 5. OTHER INFORMATION. NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. NONE Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NATIONAL PROPERTIES INVESTMENT TRUST Date: By: \s\ Peter M. Stein Peter M. Stein Managing Trustee 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 Registrant and in the capacities and on the date indicated: Signature Title Date /s/ Peter M. Stein Managing Trustee 8/13/98 Peter M. Stein /s/ Jay Goldman Trustee 8/13/98 Jay W. Goldman /s/ Robert Reibstein Trustee 8/13/98 Robert Reibstein EX-27 2 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 0000761236 NATIONAL PROPERTIES INVESTMENT TRUST 3-MOS 12/31/98 4/1/98 6/30/98 1,224 119,592 0 0 0 0 6,545 2,822 124,539 15,746 0 0 0 0 11,790,408 124,539 0 0 0 0 0 0 0 0 0 0 (93,617) 0 0 (93,617) (0.13) (0.13)
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