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):  August 18, 2004

 

NEW PLAN EXCEL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-12244

 

33-0160389

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
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)

 

 

 

Item 5.                    Other Events

 

On August 18, 2004, New Plan Excel Realty Trust, Inc. (the “Company”) entered into an Underwriting Agreement with Citigroup Global Markets Inc. (the “Underwriter”) in connection with the proposed underwritten public offering of 2,000,000 shares of common stock, par value $.01 per share, of the Company.  The closing of this offering is expected to occur on August 23, 2004.  A copy of the underwriting agreement relating to the underwritten public offering is filed as an exhibit to this report.

 

Item 7.                    Exhibits

 

The following exhibits are filed as part of this report:

 

1.1                           Underwriting Agreement, dated as of August 18, 2004, by and between the Company and the Underwriter (the “Underwriting Agreement”)

 

5.1                           Opinion of Hogan & Hartson L.L.P. regarding the legality of the shares related to the Underwriting Agreement

 

23.1                         Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)

 

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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: August 20, 2004

By:

/s/ Steven F. Siegel

 

 

 

Steven F. Siegel

 

 

Executive Vice President, General Counsel
and Secretary

 

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EXHIBIT INDEX

 

Exhibit

 

Document

 

 

 

1.1

 

Underwriting Agreement, dated as of August 18, 2004, by and between the Company and the Underwriter (the “Underwriting Agreement”)

 

 

 

5.1

 

Opinion of Hogan & Hartson L.L.P. regarding the legality of the shares related to the Underwriting Agreement

 

 

 

23.1

 

Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)

 

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