0001104659-07-029961.txt : 20070420 0001104659-07-029961.hdr.sgml : 20070420 20070420163925 ACCESSION NUMBER: 0001104659-07-029961 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070420 DATE AS OF CHANGE: 20070420 GROUP MEMBERS: CENTRO MCS MANAGER LIMITED GROUP MEMBERS: CPT CUSTODIAN PTY LIMITED GROUP MEMBERS: CPT MANAGER LIMITED GROUP MEMBERS: SUPER INTERMEDIATECO LLC GROUP MEMBERS: SUPER LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW PLAN EXCEL REALTY TRUST INC CENTRAL INDEX KEY: 0000798288 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330160389 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44341 FILM NUMBER: 07779385 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2128693000 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10170 FORMER COMPANY: FORMER CONFORMED NAME: EXCEL REALTY TRUST INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EXCEL REALTY ADVISORS INC DATE OF NAME CHANGE: 19900514 FORMER COMPANY: FORMER CONFORMED NAME: INVESTORS REALTY TRUST INC DATE OF NAME CHANGE: 19890612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Super MergerSub Inc. CENTRAL INDEX KEY: 0001391514 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 235 SPRINGVALE ROAD STREET 2: 3RD FLOOR, CENTRO THE GLEN CITY: GLEN WAVERLEY, VICTORIA STATE: C3 ZIP: 3150 BUSINESS PHONE: 213-687-5557 MAIL ADDRESS: STREET 1: 235 SPRINGVALE ROAD STREET 2: 3RD FLOOR, CENTRO THE GLEN CITY: GLEN WAVERLEY, VICTORIA STATE: C3 ZIP: 3150 SC 13D/A 1 a07-7355_20sc13da.htm SC 13D/A

	UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

NEW PLAN EXCEL REALTY TRUST, INC.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

648053106

(CUSIP Number)

Michael V. Gisser, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Suite 3400
Los Angeles, California 90071
(213) 687-5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 20, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 648053106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CPT Manager Limited
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x The persons making this filing indirectly or directly own, as the case may be, an aggregate of 100%(1) of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) BK, AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Australia
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 50% of outstanding shares of Common Stock(1)

			8.	Shared Voting Power None

			9.	Sole Dispositive Power 50% of outstanding shares of Common Stock(1)

			10.	Shared Dispositive Power None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 50% of outstanding shares of Common Stock(1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 50%(1)
	14.	Type of Reporting Person (See Instructions) OO

(1) As a result of the consummation of the Merger referred to in Item 4 of this Schedule 13D, the reporting person may be deemed to beneficially own 50% of all of the outstanding shares of Common Stock. Under the terms of the Merger Agreement, the number of shares of Common Stock outstanding immediately after the Merger is significantly less than when there were publicly traded shares of Common Stock and is not related to the number of shares prior to the Merger. Accordingly, inclusion of numbers of shares would not be meaningful.

CUSIP No. 648053106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Centro MCS Manager Limited
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x The persons making this filing indirectly or directly own, as the case may be, an aggregate of 100%(2) of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) BK, AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Australia
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 50% of outstanding shares of Common Stock(2)

			8.	Shared Voting Power None

			9.	Sole Dispositive Power 50% of outstanding shares of Common Stock(2)

			10.	Shared Dispositive Power None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 50% of outstanding shares of Common Stock(2)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 50%(2)
	14.	Type of Reporting Person (See Instructions) OO

(2) As a result of the consummation of the Merger referred to in Item 4 of this Schedule 13D, the reporting person may be deemed to beneficially own 50% of the outstanding shares of Common Stock. Under the terms of the Merger Agreement, the number of shares of Common Stock outstanding immediately after the Merger is significantly less than when there were publicly traded shares of Common Stock and is not related to the number of shares prior to the Merger. Accordingly, inclusion of numbers of shares would not be meaningful.

CUSIP No. 648053106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CPT Custodian Pty Limited
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x The persons making this filing indirectly or directly own, as the case may be, an aggregate of 100%(3) of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) BK, AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Australia
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 100% of outstanding shares of Common Stock(3)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 100% of outstanding shares of Common Stock(3)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100% of outstanding shares of Common Stock(3)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 100%(3)
	14.	Type of Reporting Person (See Instructions) OO

(3) As a result of the consummation of the Merger referred to in Item 4 of this Schedule 13D, the reporting person may be deemed to share beneficial ownership of all of the outstanding shares of Common Stock. Under the terms of the Merger Agreement, the number of shares of Common Stock outstanding immediately after the Merger is significantly less than when there were publicly traded shares of Common Stock and is not related to the number of shares prior to the Merger. Accordingly, inclusion of numbers of shares would not be meaningful.

CUSIP No. 648053106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Super LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x The persons making this filing indirectly or directly own, as the case may be, an aggregate of 100%(4) of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) BK, AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Maryland
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 100% of outstanding shares of Common Stock(4)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 100% of outstanding shares of Common Stock(4)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100% of outstanding shares of Common Stock(4)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 100%(4)
	14.	Type of Reporting Person (See Instructions) HC

(4) As a result of the consummation of the Merger referred to in Item 4 of this Schedule 13D, the reporting person may be deemed to share beneficial ownership of all of the outstanding shares of Common Stock. Under the terms of the Merger Agreement, the number of shares of Common Stock outstanding immediately after the Merger is significantly less than when there were publicly traded shares of Common Stock and is not related to the number of shares prior to the Merger. Accordingly, inclusion of numbers of shares would not be meaningful.

CUSIP No. 648053106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Super IntermediateCo LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x The persons making this filing indirectly or directly own, as the case may be, an aggregate of 100%(5) of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) BK, AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Maryland
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 100% of outstanding shares of Common Stock(5)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 100% of outstanding shares of Common Stock(5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100% of outstanding shares of Common Stock(5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 100%(5)
	14.	Type of Reporting Person (See Instructions) HC

(5) As a result of the consummation of the Merger referred to in Item 4 of this Schedule 13D, the reporting person may be deemed to share beneficial ownership of all of the outstanding shares of Common Stock. Under the terms of the Merger Agreement, the number of shares of Common Stock outstanding immediately after the Merger is significantly less than when there were publicly traded shares of Common Stock and is not related to the number of shares prior to the Merger. Accordingly, inclusion of numbers of shares would not be meaningful.

CUSIP No. 648053106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Super MergerSub Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x The persons making this filing indirectly or directly own, as the case may be, an aggregate of 100%(6) of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) BK, AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Maryland
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power None(6)

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power None(6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person None(6)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) None(6)
	14.	Type of Reporting Person (See Instructions) CO

(6) As a result of the consummation of the Merger referred to in Item 4 of this Schedule 13D, the reporting person merged with and into the Company, with the Company surviving, and in connection therewith, at the effective time of the Merger, all of the shares of Common Stock owned by the reporting person were automatically canceled and retired and ceased to exist, and no payment was made with respect thereto.

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends the Schedule 13D, dated April 5, 2007 (the “Original Schedule 13D”), and jointly filed by each of (i) CPT Manager Limited (“CPT Manager”), in its capacity as the responsible entity of Centro Property Trust (“CPT”), (ii) Centro MCS Manager Limited (“MCS Manager”), in its capacity as the responsible entity of Centro Retail Trust (“CRT”), (iii) CPT Custodian Pty Limited (“CPT Custodian”), in its capacity as the responsible entity of Centro Super Holding Trust No. 1, a direct wholly owned subsidiary of CPT (“Trust No. 1”), and in its capacity as the responsible entity of Centro Super Holding Trust No. 3, a direct wholly owned subsidiary of CRT (“Trust No. 3”), (iv) Super LLC, a Maryland limited liability company (“Super”), which is directly owned 50% by Trust No. 1 and 50% by Trust No. 3, (v) Super IntermediateCo LLC, a Maryland limited liability company (“Parent”), which is directly 100% owned by Super, and (vi) Super MergerSub Inc., a Maryland corporation (“Purchaser” and, collectively with CPT Manager, MCS Manager, CPT Custodian, Super and Parent, the “Reporting Persons”), which is directly 100% owned by Parent, with the Securities and Exchange Commission (the “SEC”) on April 16, 2007, as amended by Amendment No. 1 thereto, dated April 19, 2007 (“Amendment No. 1” and together with the Original Schedule 13D and this Amendment, the “Schedule 13D”) with respect to the shares of common stock, $.01 par value per share, of New Plan Excel Realty Trust, Inc. (the “Company”; such shares, the “Common Stock”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to them in the Schedule 13D.

Item 4. Purpose of Transaction

The response to Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end thereof:

On April 19, 2007, the parties to the Merger Agreement entered into the First Amendment to the Merger Agreement to permit Purchaser to pay for the Top-Up Shares, if any, (a) with cash in an amount equal to the Offer Price for each Top-Up Share, (b) with cash in amount an amount equal to $0.01, the par value per share, and by issuing a promissory note in the principal amount $33.14 for each Top-Up Share, or (c) through any combination of cash and promissory note so long as the cash portion of the consideration for each Top-Up Share is at least $0.01 per share. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 7 to the Schedule 13D and is incorporated herein by reference

On April 19, 2007, Purchaser notified the Company of its exercise of the Top-Up Option to purchase directly from the Company, at the $33.15 per share Offer Price, an additional 59,929,108 shares of Common Stock (which shares constitute the “Top-Up Shares”). Such number of shares, when added to the other shares of Common Stock already owned by Purchaser, was sufficient to give Purchaser ownership of one share of Common Stock more than shares representing a 90% Vote (taking into account shares of Common Stock issued under the Top-Up Option) and permit Purchaser to effect a short-form merger of Purchaser into the Company under Maryland law without the vote of or any other action by the other Company stockholders. This purchase of the Top-Up Shares closed on April 20, 2007.

On April 20, 2007, following Purchaser’s acquisition of the Top-Up Shares, the merger of Purchaser and the Company was completed by means of a short-form merger under Maryland law. At the effective time of the Merger, Purchaser merged into the Company, with the Company surviving, and each share of Common Stock (other than shares of Common Stock owned by the Company or any subsidiary of the Company or by Purchaser) was converted into the right to receive $33.15 net per share in cash, without interest thereon and less any required withholding taxes, and the Company became a wholly owned subsidiary of Parent. In connection with the Merger, at the effective time of the Merger, all of the shares of Common Stock owned by Purchaser were automatically canceled and retired and ceased to exist, and no payment was made with respect thereto.

Immediately following the closing of the Merger, the Company, as the surviving corporation in the Merger, was liquidated, and all of its assets were transferred to, and all of its liabilities were assumed by, Parent, and holders of Series D Preferred Shares and Series E Preferred Shares will receive liquidating distributions in accordance with their respective terms.

On April 20, 2007, Centro issued a press release announcing the closing of the Merger, a copy of which is attached as Exhibit 8 to the Schedule 13D and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

The responses to Item 5(a) and (b) of the Schedule 13D are hereby amended and supplemented by adding the following paragraph at the end thereof:

(a) and (b). As a result of the consummation of the Merger, Parent directly owns 100% of the outstanding shares of Common Stock. Accordingly, as of the date hereof, as a result of the consummation of the Merger, (i) each of CPT Custodian and Super indirectly beneficially owns 100% of the outstanding shares of Common Stock, (ii) CPT Manager indirectly beneficially owns 50% of the outstanding shares of Common Stock, and (iii) MCS Manager indirectly beneficially owns 50% of the outstanding shares of Common Stock. Each of the Reporting Persons has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the shares of Common Stock that it beneficially owns.

Item 7. Materials to be Filed as Exhibits

The response to Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Exhibit Number		Description
6		Intentionally omitted

7		First Amendment to Merger Agreement, dated as of April 19, 2007, among New Plan Excel Realty Trust, Inc., Excel Realty Partners, L.P., Super Intermediate LLC, Super MergerSub Inc. and Super DownREIT MergerSub LLC.

8		Press Release issued by Centro on April 20, 2007.

9		Joint Filing Agreement, dated April 13, 2007, among CPT Manager Limited, Centro MCS Manager Limited, CPT Custodian Pty Limited, Super LLC, Super IntermediateCo LLC and Super MergerSub Inc. (incorporated by reference to Exhibit 1 to the Schedule 13D).

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

	CPT Manager Limited


	By:	/s/ Andrew Scott
		Name: Andrew Scott
		Title: Director

	Centro MCS Manager Limited


	By:	/s/ Andrew Scott
		Name: Andrew Scott
		Title: Director

Dated: April 20, 2007

	CPT Custodian Pty Limited


	By:	/s/ Andrew Scott
		Name: Andrew Scott
		Title: Director

	Super LLC


	By:	/s/ Andrew Scott
		Name: Andrew Scott
		Title: Chief Executive Officer

	Super IntermediateCo LLC


	By:	/s/ Andrew Scott
		Name: Andrew Scott
		Title: Chief Executive Officer

	Super MergerSub Inc.


	By:	/s/ Andrew Scott
		Name: Andrew Scott
		Title: Chief Executive Officer

Dated: April 20, 2007

EXHIBIT INDEX

Exhibit Number		Description
6		Intentionally omitted

7		First Amendment to Merger Agreement, dated as of April 19, 2007, among New Plan Excel Realty Trust, Inc., Excel Realty Partners, L.P., Super Intermediate LLC, Super MergerSub Inc. and Super DownREIT MergerSub LLC.

8		Press Release issued by Centro on April 20, 2007.

9		Joint Filing Agreement, dated April 13, 2007, among CPT Manager Limited, Centro MCS Manager Limited, CPT Custodian Pty Limited, Super LLC, Super IntermediateCo LLC and Super MergerSub Inc. (incorporated by reference to Exhibit 1 to the Schedule 13D).

EX-7 2 a07-7355_20ex7.htm EX-7

Exhibit 99.6

FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 19, 2007 (this “Amendment”), is made and entered into by and among New Plan Excel Realty Trust, Inc., a Maryland corporation (the “Company”), Excel Realty Partners, L.P., a Delaware limited partnership (the “DownREIT Partnership” and together with the Company, the “Company Parties”), Super IntermediateCo LLC, a Maryland limited liability company (“Parent”), Super MergerSub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent (“MergerSub”), and Super DownREIT MergerSub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the “Super REIT MergerSub” and together with MergerSub and Parent, the “Buyer Parties”).

WHEREAS, on February 27, 2007, the Company Parties and the Buyer Parties entered in to an Agreement and Plan of Merger (the “Merger Agreement”; capitalized terms used but not defined herein have the respective meanings given to them in the Merger Agreement);

WHEREAS, pursuant to Section 2.04 of the Merger Agreement, the Company granted to MergerSub an irrevocable option to purchase from the Company at a price per share equal to the Offer Price the number of authorized and unissued Company Common Shares equal to the number of Company Common Shares that, when added to the number of Company Common Shares owned by the Buyer Parties and their Affiliates at the time of exercise of the Top-Up Option or the taking of any action under Section 3-106 of the MGCL as contemplated by Section 7.02 of the Merger Agreement (whichever is greater), is sufficient to permit MergerSub to consummate a short-form merger pursuant to Section 3-106 of the MGCL (the “Top-Up Shares”);

WHEREAS, pursuant to Section 10.04 of the Merger Agreement, the parties hereto desire to amend the Merger Agreement, as set forth in this Amendment, to permit MergerSub to pay for the Top-Up Shares either in cash or a combination of cash and a promissory note, at MergerSub’s election; and

WHEREAS, this Amendment has been approved by the respective board of directors (or similar governing body or entity) of each of the parties hereto and in accordance with Section 2.03(c) of the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I
AMENDMENTS

SECTION 1.1 Amendment of Section 2.04(b)(a). Section 2.04(b) of the Merger Agreement is hereby amended by deleting in its entirety the last sentence thereof which reads “The aggregate purchase price payable for the Company Common Shares being purchased by MergerSub pursuant to the Top-Up Option shall be determined by multiplying the number of such shares by the Offer Price and shall be paid in cash.”

SECTION 1.2 Addition of New Section 2.04(d). Section 2.04 of the Merger Agreement is hereby amended by adding the following new subsection (d) thereto:

(d) In the event MergerSub exercises the Top-Up Option, the applicable exercise price shall be payable at the time of the closing of the purchase of the Top-Up Shares in the form of, at MergerSub’s election:

(i) cash in an amount equal to the Offer Price for each Top-Up Share that MergerSub intends to purchase pursuant to the Top-Up Option,

(ii) (x) $.01 in cash for each Top-Up Share that MergerSub intends to purchase pursuant to the Top-Up Option and (y) a promissory note of MergerSub, Parent or another Affiliate of MergerSub (a “Note”) in the principal amount of the Offer Price less $.01 for each Top-Up Share that MergerSub (or Parent or such Affiliate, as the case may be) intends to purchase pursuant to the Top-Up Option, which Note shall (A) be due and payable five years from the date of its issue, (B) bear interest, at the prime rate in effect from time to time of JPMorgan Chase Bank, N.A., payable annually on each anniversary of the date of its issue, and (C) be prepayable at any time without penalty at the maker’s option, or

(iii) such other combination of cash and a Note, as specified by MergerSub, so long as cash is paid in an amount at least equal to $.01 per for each Top-Up Share that MergerSub intends to purchase pursuant to the Top-Up Option.

SECTION 1.3 Addition of Defined Term under Section 1.01(a). Section 1.01(a) of the Merger Agreement is hereby amended by adding the following defined term immediately below the defined term “Non-Qualified Account Plans”:

Note:

§2.04(d)(ii)

ARTICLE II
MISCELLANEOUS

SECTION 2.1 Effect of Amendment. This Amendment shall not constitute an amendment or modification of any provision of, or schedule or exhibit to, the Merger Agreement not expressly referred to in this Amendment. Except as expressly amended or modified in this Amendment, the provisions of the Merger Agreement are and remain in full force and effect. Whenever the Merger Agreement is referred to in the Merger Agreement or in any other agreement, document or instrument, such reference shall be deemed to be to the Merger Agreement, as amended by this Amendment, whether or not specific reference is made to this Amendment.

SECTION 2.2 Governing Law; Enforcement; Forum. All disputes, claims or controversies arising out of or relating to this Amendment, or the negotiation, validity or performance of this Amendment, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Maryland without regard to its rules of conflict of laws; except for the provisions hereof which relate expressly to the DRULPA or DLLCA (including, without limitation, the DownREIT Merger), which shall be construed, performed and enforced in accordance with the DRULPA or DLLCA, as applicable. Each of the Company Parties and the Buyer Parties hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Maryland or any court of the United States located in the State of Maryland (the “Maryland Courts”) for any litigation arising out of or relating to this Amendment, or the negotiation, validity or performance of this Amendment, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any

such litigation in the Maryland Courts and agrees not to plead or claim in any Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees (a) to the extent such party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of Maryland.

SECTION 2.4 Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any rule of law or public policy or the application of this Amendment to any person or circumstance is invalid or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Amendment is not affected in any manner materially adverse to any party. To such end, the provisions of this Amendment are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Amendment be consummated as originally contemplated to the fullest extent possible.

SECTION 2.6 Headings. The descriptive headings contained in this Amendment are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment.

SECTION 2.7 Counterparts. This Amendment may be executed and delivered (including by facsimile transmission) in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

SECTION 2.8 Mutual Drafting. The parties have participated jointly in negotiating and drafting this Amendment, and this Amendment shall be construed without regard to any presumption or rule requiring construction or interpretation in favor of or against any party by virtue of the authorship of any provision of this Amendment.

SECTION 2.9 Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Amendment or the transactions contemplated by this Amendment. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other hereto have been induced to enter into this Amendment and the transactions contemplated by this Amendment, as applicable, by, among other things, the mutual waivers and certifications in this Section 2.9.

[signature pages follow]

IN WITNESS WHEREOF, Parent, MergerSub, Super REIT MergerSub, the Company and the DownREIT Partnership have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

	SUPER INTERMEDIATECO LLC


	By	/s/ Andrew Scott
		Title: Chief Executive Officer

	SUPER MERGERSUB INC.


	By	/s/ Andrew Scott
		Title: Chief Executive Officer

	SUPER DOWNREIT MERGERSUB LLC


	By	/s/ Andrew Scott
		Title: Chief Executive Officer

	NEW PLAN EXCEL REALTY TRUST, INC.


	By	/s/ Glenn Rufrano
		Title: Chief Executive Officer

	EXCEL REALTY PARTNERS, L.P.


	By:	New Plan DRP Trust, its general partner
		Title: Chief Executive Officer

	By:	/s/ Glenn Rufrano
		Title: Chief Executive Officer

EX-8 3 a07-7355_20ex8.htm EX-8

Exhibit 99.7

For immediate release
April 20, 2007

Media:
Mitchell Brown
610-825-7100

CENTRO PROPERTIES GROUP COMPLETES ACQUISITION
OF NEW PLAN EXCEL REALTY TRUST

NEW YORK, April 20 — Centro Properties Group (ASX: CNP) today announced that it has completed its acquisition of New Plan Excel Realty Trust, Inc. (NYSE: NXL). The acquisition was completed by means of a merger of Super MergerSub, Inc. (“MergerSub”), an affiliate of Centro, and New Plan, following the successful tender offer for New Plan’s common shares.

Andrew Scott, Chief Executive Officer of Centro, commented: “We are pleased to announce the successful completion of Centro’s acquisition of New Plan, and we are excited with the opportunity this acquisition represents for Centro. Centro Watt’s fully-integrated national platform is well placed to manage the diverse style and geographic mix of its expanded U.S. retail property platform.”

On April 19, 2007, MergerSub announced that approximately 88.0% of the outstanding shares of New Plan common stock had been tendered and were accepted for payment in MergerSub’s tender offer, which expired at 12:00 midnight, New York City time, on April 18, 2007. MergerSub also announced that it intended to exercise the top-up option under the previously announced merger agreement to purchase from New Plan, at a price of $33.15 per share (the same price as the offer price in MergerSub’s tender offer), a number of additional shares of common stock sufficient to permit MergerSub to effect a short-form merger of MergerSub into New Plan under Maryland law without the vote of or any other action by the remaining New Plan stockholders. MergerSub exercised its top-up option on April 19, 2007, and on April 20, 2007, the short-form merger became effective. In the merger, all outstanding shares of New Plan common stock were converted into the right to receive $33.15 net per share in cash, without interest thereon and less any required withholding taxes (the same price as the offer price in MergerSub’s tender offer).

Following the closing of the merger, the surviving corporation was liquidated into another Centro affiliate, and holders of New Plan’s Series D preferred shares and Series E preferred shares will receive liquidating distributions in accordance with their terms.

About Centro Properties Group (ASX: CNP)

Centro Properties Group specializes in the ownership, management and development of shopping centers. Centro is Australia’s largest manager of retail property investment syndicates with over 80% market share as well as being a leading manager of direct

property funds and wholesale funds which invest in Centro’s quality retail properties in Australasia and the United States. Centro has a market capitalization of A$7.6 billion and funds under management of A$15.6 billion. Centro continues to maximize returns to investors through its customer focused and value adding team based approach. Please visit www.centro.com.au.

About New Plan Excel Realty Trust, Inc. (NYSE:NXL)

New Plan is one of the nation’s largest real estate companies, focusing on the ownership, management and development of community and neighborhood shopping centers. The Company operates as a self-administered and self-managed REIT, with a national portfolio of 467 properties, including 177 properties held through joint ventures, and total assets of approximately $3.5 billion. The properties are strategically located across 38 states and include 453 community and neighborhood shopping centers, primarily grocery or name-brand discount chain anchored, with approximately 67.6 million square feet of GLA, and 14 related retail real estate assets, with approximately 658,000 square feet of GLA. For additional information, please visit www.newplan.com.

Forward-Looking Statements

This release contains forward-looking statements. This forward-looking information is based on Centro’s current expectations and assumptions, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, projected or implied. Centro undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

# # #

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Under the Securities Exchange Act of 1934
(Amendment No. 2)*