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):  December 23, 2003

 

NEW PLAN EXCEL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Item 5.            Other Events

 

New Plan Excel Realty Trust, Inc. (the “Company”) is revising its historical financial statements in connection with its application of Statement of Financial Accounting Standards (“SFAS”) No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”) to certain transactions.  During 2003, the Company sold certain properties and classified others as held for sale. In compliance with SFAS No. 144, the Company has reported revenue, expenses and gain on sale from these properties as income from discontinued operations for each period presented in its quarterly report filed since the date of the sales (including the comparable period of the prior year).  The Company’s next annual report on Form 10-K will include restated results of operations that reflect this reclassification for prior full years.  However, the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to the Company require that it reclassify the reported revenue, expenses and gain on sale from these properties as income from discontinued operations in its financial statements for each of the periods presented in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2003 and June 30, 2003, and in the Company’s annual financial statements for each of the three years presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, if those financials are incorporated by reference in a registration statement to be filed with the SEC under the Securities Act of 1933, as amended, even though those financial statements relate to a period prior to the transactions giving rise to the reclassification.

 

These reclassifications as discontinued operations have no effect on the Company’s reported net income available to common shareholders as reported in prior SEC filings.  Instead, they present the revenues and expenses relating to properties sold and held for sale as a single line item titled “discontinued operations,” rather than presenting the revenues and expenses along with the Company’s other results of operations.

 

Following each set of these restated financial statements is an updated management’s discussion and analysis of the results of operations of the Company for the periods presented, which we believe may be helpful to you in reviewing these restated financial statements.

 

For the Company’s most recent information concerning its financial condition and results of operations (through the third quarter of 2003), please see the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, which is on file with the SEC.

 

2

 

Item 7.            Financial Statements and Exhibits

 

(c)               Exhibits.

 

Exhibit Number		Description
23.1		Consent of PricewaterhouseCoopers LLP
99.1		Selected Financial Data
99.2		Financial Statements (including Management’s Discussion and Analysis of Results of Operations)
99.3		Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

 

3

 

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 EXCEL REALTY TRUST, INC.
Date:  December 23, 2003	By:	/s/ STEVEN F. SIEGEL
		Steven F. Siegel
		Executive Vice President, General Counsel and Secretary

 

4

 

EXHIBIT INDEX

 

 

Exhibit Number		Description
23.1		Consent of PricewaterhouseCoopers LLP
99.1		Selected Financial Data
99.2		Financial Statements (including Management’s Discussion and Analysis of Results of Operations)
99.3		Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

 

5