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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
to
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996] |
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For the fiscal year ended December 31, 2002 |
OR |
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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
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Commission File Number 1-12244
NEW PLAN EXCEL REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State of Incorporation) |
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33-0160389
(I.R.S. Employer Identification No.) |
1120 Avenue of the Americas
New York, NY 10036
(Address of Principal Executive Offices) |
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(212) 869-3000
(Registrant's Telephone Number) |
Securities registered pursuant to Section 12(b) of the Act: |
Title of Class:
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Name of Exchange on which registered:
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Common Stock, $0.01 par value per share
Series B Cumulative Redeemable Preferred Stock
Series D Cumulative Voting Step-Up
Premium Rate Preferred Stock |
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New York Stock Exchange
New York Stock Exchange
None |
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 ý No o
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. o
Indicate
by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes ý No o
The
aggregate market value of the Registrant's shares of common stock held by non-affiliates was approximately $1,980,241,000 as of June 28, 2002, based on the closing
price of $20.83 on the NYSE on that date.
As
of March 3, 2003, the number of shares of common stock of the Registrant outstanding was 96,927,402.
Documents
incorporated by reference: Portions of the Proxy Statement for the 2003 Annual Meeting of Stockholders of the Registrant to be filed subsequently with the SEC are incorporated
by reference into Part III of this report.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)
Documents filed as part of this report:
3.
Exhibits
We
hereby amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 by refiling as Exhibit 12 to such report the Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends. Exhibit 12 as refiled herewith reflects the correction of certain information and the inclusion of certain additional information.
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.
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NEW PLAN EXCEL REALTY TRUST, INC. (Registrant) |
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By: |
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/s/ STEVEN F. SIEGEL Steven F. Siegel Executive Vice President,
General Counsel and Secretary |
Dated:
April 3, 2003
CERTIFICATION
I,
Glenn J. Rufrano, certify that:
- 1.
- I
have reviewed this annual report on Form 10-K/A of New Plan Excel Realty Trust, Inc.;
- 2.
- Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
- 3.
- Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
- 4.
- The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
- a)
- designed
such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this annual report is being prepared;
- b)
- evaluated
the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation
Date"); and
- c)
- presented
in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
- 5.
- The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
- a)
- all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- b)
- any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
- 6.
- The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date:
April 3, 2003
/s/ GLENN J. RUFRANO Glenn J. Rufrano Chief Executive
Officer |
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CERTIFICATION
I,
John B. Roche, certify that:
- 1.
- I
have reviewed this annual report on Form 10-K/A of New Plan Excel Realty Trust, Inc.;
- 2.
- Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the
circumstances
under which such statements were made, not misleading with respect to the period covered by this annual report;
- 3.
- Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
- 4.
- The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
- a)
- designed
such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this annual report is being prepared;
- b)
- evaluated
the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation
Date"); and
- c)
- presented
in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
- 5.
- The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
- a)
- all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- b)
- any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
- 6.
- The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date:
April 3, 2003
/s/ JOHN B. ROCHE John B. Roche Chief Financial Officer |
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PART IV
SIGNATURES
CERTIFICATION
CERTIFICATION