-----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, AFfw0h21iIe2EGCkNW7pq0WsjrUt1M0yZlAzdQnuaKPcqxk104/XMBYwyk6GPvkC pMZtwvUTnpvE2E3/xGtpGg== 0000950116-98-001021.txt : 19980507 0000950116-98-001021.hdr.sgml : 19980507 ACCESSION NUMBER: 0000950116-98-001021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980506 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA REAL ESTATE INVESTMENT TRUST CENTRAL INDEX KEY: 0000077281 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 236216339 STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-08048 FILM NUMBER: 98611844 BUSINESS ADDRESS: STREET 1: 455 PENNSYLVANIA AVE STREET 2: STE 135 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2155429250 MAIL ADDRESS: STREET 1: 455 PENNSYLVANIA AVE STREET 2: STE 135 CITY: FORT WASHINGTON STATE: PA ZIP: 19034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHEN SYLVAN M CENTRAL INDEX KEY: 0001006597 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1100 P N B BUILDING STREET 2: 1345 CHESTNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107-3496 BUSINESS PHONE: 2159881105 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* PENNSYLVANIA REAL ESTATE INVESTMENT TRUST - -------------------------------------------------------------------------------- (Name of Issuer) SHARES OF BENEFICIAL INTEREST, PAR VALUE $1 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 709102-10-7 - -------------------------------------------------------------------------------- (CUSIP Number) With Copies to: Robert D. Denious Drinker Biddle & Reath LLP Philadelphia National Bank Building 1345 Chestnut Street Philadelphia, PA 19107 (215) 988-2700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 1997 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 1 of 4 Pages * 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). SCHEDULE 13D _______________________________________________________________________________ CUSIP No. 709102-10-7 Page 2 of 4 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sylvan M. Cohen ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* Not Applicable ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION U.S.A. _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 338,132 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 326,681 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 338,132 |_____|_________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 326,681 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 664,813 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 4 Pages This statement amends and supplements the statement on Schedule 13D (the "13D") filed with the Securities and Exchange Commission (the "SEC") by Sylvan M. Cohen, with respect to Mr. Cohen's ownership of Shares of Beneficial Interest, par value $1 per share (the "Shares"), in Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the "Issuer"). The 13D was last amended by Amendment No. 6, filed with the SEC on August 19, 1997. Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- (a) As of the date of this statement, Mr. Cohen beneficially owns 664,813 Shares, constituting 4.98% of the Issuer's issued and outstanding Shares (calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934). Of the 664,813 Shares beneficially owned, 621,523 represent Shares currently issued and outstanding and 43,290 represent Shares with respect to which there is a right of acquisition within 60 days within the meaning of Rule 13d-3(d) (1) under the Securities Exchange Act of 1934. (b) The 664,813 Shares beneficially owned by Mr. Cohen include: (i) 294,842 Shares owned by Mr. Cohen directly; (ii) 43,290 Shares subject to options that are currently exercisable at various exercise prices (collectively, the "Options"); (iii) 102,815 Shares owned by a charitable remainder unitrust (the "Unitrust") of which Mr. Cohen and his spouse are life beneficiaries, with various charities being the residuary beneficiaries, and of which Mr. Cohen is one of three co-trustees; (iv) 186,558 Shares owned by Mr. Cohen's spouse; (v) 252 Shares held by a corporation (the "Corporation") of which Mr. Cohen owns 50% of the outstanding capital stock; and (vi) 37,056 Shares held in trust for the benefit of Mr. and Mrs. Cohen's two sons (the "Children's Trust"), both of whom have reached their age of majority and do not live in the same home with Mr. Cohen, and of which Mrs. Cohen is a co-trustee. Page 4 of 4 Pages Mr. Cohen has sole investment and voting power over the Shares referred to in subparagraphs (i) and (ii) above. Mr. Cohen shares investment and voting power over the Shares owned by the Unitrust and the Corporation. Mr. Cohen disclaims beneficial ownership over the Shares owned directly by his wife and the Children's Trust. (c) During the past 60 days Mr. Cohen effected no transaction in the Shares. (d) Other than as disclosed under Item 5(b), no other person has a right to receive or the power to direct receipt of dividends from, or proceeds from the sale of the securities described in, this Schedule 13D. (e) On December 23, 1997, the Issuer, in a public offering registered with the SEC, issued 4,600,000 Shares (including an option to purchase 600,000 Shares granted to the underwriters to cover over-allotments). Effective upon such date Mr. Cohen ceased to be the beneficial owner of more than five percent of the outstanding Shares. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Sylvan M. Cohen ---------------------- May 5, 1998 Sylvan M. Cohen May 5, 1998 VIA EDGAR Filing Desk U.S. Securities and Exchange Commission Washington, D.C. Re: Sylvan M. Cohen Dear Sir/Madam: Enclosed for filing is Amendment No. 7 to a Schedule 13D to be filed on behalf of Sylvan M. Cohen, regarding Mr. Cohen's ownership of Shares of Beneficial Interest in Pennsylvania Real Estate Investment Trust (CUSIP No. 709102-10-7). Please contact me at (215) 988-2839 if you have any questions. Sincerely, /s/ Kieran G. Brown ------------------- Kieran G. Brown Enclosure -----END PRIVACY-ENHANCED MESSAGE-----