-----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, FQTX4jAaaqnphNHjaD2zCUtOySiGZ4BmK86jedRZNPB88wcYw6tNQn+5jFqD1vbV jF3st7yzsHJTZi9Iy+vElg== 0000930661-00-003118.txt : 20001206 0000930661-00-003118.hdr.sgml : 20001206 ACCESSION NUMBER: 0000930661-00-003118 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001205 GROUP MEMBERS: BUSH GARDENS, LLC GROUP MEMBERS: JGB HOLDINGS, INC. GROUP MEMBERS: JGB VENTURES I, LTD. GROUP MEMBERS: JOSEPH G. BEARD GROUP MEMBERS: RONALD KIMEL GROUP MEMBERS: WESTDALE PROPERTIES AMERICA I LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLENBOROUGH REALTY TRUST INC CENTRAL INDEX KEY: 0000929454 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943211970 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49007 FILM NUMBER: 783640 BUSINESS ADDRESS: STREET 1: 400 SOUTH EL CAMINO REAL STREET 2: STE 1100 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6503439300 MAIL ADDRESS: STREET 1: 400 SOUT EL CAMINO REAL STREET 2: STE 1100 CITY: SAN MATEO STATE: CA ZIP: 94402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTDALE PROPERTIES AMERICA I LTD CENTRAL INDEX KEY: 0001076228 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752437665 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3300 COMMERCE CITY: DALLAS STATE: TX ZIP: 75226 BUSINESS PHONE: 2145157000 MAIL ADDRESS: STREET 1: 3300 COMMERCE CITY: DALLAS STATE: TX ZIP: 75226 SC 13D/A 1 0001.txt AMENDMENT NO. 3 TO SCHEDULE 13-D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.3)* Glenborough Realty Trust Incorporated ________________________________________________________________________________ (Name of Issuer) Common stock, par value $0.001 per share ________________________________________________________________________________ (Title of Class of Securities) 37803P105 _______________________________________________________________ (CUSIP Number) Joseph G. Beard 3300 Commerce Dallas, Texas 75226 (214)515-7000 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 2000 _______________________________________________________________ (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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copes of the schedule, including all exhibits. See Rule 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). Page 1 CUSIP NO. 37803P105 13D Page 2 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westdale Properties America I, Ltd. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Texas - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,899,700 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,899,700 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,899,700 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 PN - ------------------------------------------------------------------------------ CUSIP NO. 37803P105 13D Page 3 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bush Gardens, LLC - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Nevada - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,899,700 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,899,700 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,899,700 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 OO - ------------------------------------------------------------------------------ CUSIP NO. 37803P105 13D Page 4 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JGB Ventures I, Ltd. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Texas - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,899,700 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,899,700 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,899,700 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 PN - ------------------------------------------------------------------------------ CUSIP NO. 37803P105 13D Page 5 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JGB Holdings, Inc. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Texas - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,899,700 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,899,700 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,899,700 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO - ------------------------------------------------------------------------------ CUSIP NO. 37803P105 13D Page 6 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph G. Beard - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 PF/OO for shares listed in Items 7 & 9 below; not applicable for shares listed in Items 8 & 10 below - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(a) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 USA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 111,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,899,700 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 111,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,899,700 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,010,700 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 IN - ------------------------------------------------------------------------------ CUSIP NO. 37803P105 13D Page 7 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Kimel - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 PF/OO for shares listed in Items 7 & 9 below; not applicable for shares listed in Items 8 & 10 below - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Canadian - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 3,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,899,700 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 3,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,899,700 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,902,700 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 IN - ------------------------------------------------------------------------------ CUSIP NO. 37803P105 13D Page 8 Item 1. Security and Issuer. - ------ ------------------- The title and class of equity securities to which this Statement relates is the common stock, $0.001 par value per share, (the "Stock") of Glenborough Realty Trust Incorporated, a Maryland corporation ("Glenborough"). The address of the principal executive offices of Glenborough is 400 South El Camino Real, Suite 1100, San Mateo, California 94402-1708. Item 2. Identity and Background. - ------ ----------------------- Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13D Statement is hereby filed by the following persons (collectively, the "Reporting Persons"): Westdale Properties America I, Ltd., a Texas limited partnership ("WPA I Ltd."); JGB Ventures I, Ltd., a Texas limited partnership and sole general partner of WPA I Ltd. ("JGB I Ltd."); JGB Holdings, Inc., a Texas corporation and sole general partner of JGB I Ltd. ("JGB Holdings"); Bush Gardens, LLC, a Nevada limited liability company ("BG LLC"); Joseph G. Beard, a citizen of the United States and sole shareholder of JGB Holdings ("Beard"); and Ronald Kimel, a Canadian citizen and sole Trustee of the Manuel Kimel Family Trust ("Kimel"). WPA I Ltd. is a Texas limited partnership, the principal business of which is to own, operate, develop, construct, acquire, and consult in respect of real estate in the United States. The principal business address of WPA I Ltd., which also serves as its principal office, is 3300 Commerce, Dallas, Texas 75226. JGB I Ltd. is a Texas limited partnership, the principal business of which is serving as the general partner of WPA I Ltd., serving as the general partner of Westdale Asset Management, Ltd., a Texas limited partnership, and activities related thereto. The principal business address of JGB I Ltd., which also serves as its principal office, is 3300 Commerce, Dallas, Texas 75226. JGB Holdings is a Texas corporation, the principal business of which is serving as the general partner of JGB I Ltd. and activities related thereto. The principal business address of JGB Holdings, which also serves as its principal office, is 3300 Commerce, Dallas, Texas 75226. Beard is sole director and President, Vice President and Treasurer of JGB Holdings. It has no other executive officers. BG LLC is a Nevada limited liability company, the principal business of which is to own, operate, develop, construct, acquire, and consult in respect of real estate in the United States. The principal business address of BG LLC, which also serves as its principal office, is 3300 Commerce, Dallas, Texas 75226. BG LLC is a wholly owned subsidiary of WPA I Ltd. Beard's principal occupation or employment is serving as the President of JGB Holdings, the general partner of JGB I Ltd. Beard is also the Manager of BG LLC. The principal business address of Beard, which also serves as his principal office, is 3300 Commerce, Dallas, Texas 75226. The principal business of Kimel is investments. Kimel also serves as the sole Trustee of the Manuel Kimel Family Trust, which through subsidiary ownership is a limited partner in WPA I Ltd. The principal business address of Kimel, which also serves as his principal office, is 444 Adelaide Street West, Toronto, Ontario M5V 1S7. CUSIP NO. 37803P105 13D Page 9 The Reporting Persons may be deemed to comprise a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor any of the information contained herein shall be deemed to be an admission by any of the Reporting Persons that a "group" exists. During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. - ------- ------------------------------------------------- The source and amount of funds used by WPA I Ltd. to purchase its Stock is Working Capital of WPA I Ltd. As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from, among other sources, banks and brokerage firm margin accounts, to operate such business in general. Beard used personal funds and sums borrowed from brokerage firm margin accounts to purchase his shares of Stock. Kimel used personal funds and sums borrowed from brokerage firm margin accounts to purchase his shares of Stock. Item 4. Purpose of Transaction. - ------ ---------------------- Pursuant to a series of transactions ending on April 20, 2000, WPA I Ltd. has purchased for an aggregate of $27,458,325.75 in cash an aggregate of 1,899,700 shares of Stock. The shares of Stock were acquired by WPA I Ltd. for the purpose of investment. Pursuant to a series of transactions ending on April 20, 2000, Beard, individually, purchased for an aggregate of $1,627,313.00 in cash an aggregate of 111,000 shares of Stock. The shares of Stock purchased by Beard individually were acquired for the purpose of investment. Pursuant to a transaction on April 11, 2000, Kimel, individually, purchased for an aggregate of $44,250.00 in cash an aggregate of 3,000 shares of Stock. The shares of Stock purchased by Kimel individually were acquired for the purpose of investment. Pursuant to a Stock Repurchase Agreement dated September 25, 2000 by and between BG LLC and Glenborough, BG LLC agreed to sell, or cause to be sold, to Glenborough 2,013,700 shares of Stock which the Reporting Persons beneficially own for $18.50 per share plus a pro rata portion of the per share amount of any dividend on or distribution payable to record holders of the shares of Stock at any time during the fiscal quarter in which the Stock Repurchase Agreement closes. The intent behind the structure of the purchase price is to assure that BG LLC receives the benefit of dividends or distributions declared or paid during the fiscal quarter in which the Stock Repurchase Agreement closes, adjusted to reflect the number of days during the quarter in question that BG LLC was a record or beneficial owner of the shares. In a related transaction, BG LLC has agreed to purchase certain real property from various affiliates of Glenborough. Pursuant to a Purchase Agreement dated September 25, 2000 by and between certain affiliates of Glenborough and BG LLC (the "Purchase Agreement"), various affiliates of Glenborough agreed to sell BG LLC certain multifamily residential properties for an aggregate purchase price of $404,093,516.00. Pursuant to a First Amendment to Purchase Agreement dated November 10, 2000, the parties to the Purchase Agreement agreed to extend certain dates set forth therein. Pursuant to a Second Amendment to Purchase Agreement dated November 30, 2000 (the "Second Amendment"), the parties again extended certain dates set forth therein, reduced the aggregate purchase price for the subject properties to $399,093,516.00 and entered into certain agreements relating to the equity securities of Glenborough. The reduction in purchase price represented a credit to BG LLC for capital items identified by BG LLC in the course of BG LLC's due diligence investigations of the properties. In addition, the Second Amendment made it a condition precedent to BG LLC's obligations to consummate the transaction that a certain non-regulated financial institution (the "Institution") deliver a written commitment to provide equity financing to an affiliate of BG LLC to permit that affiliate to consummate the purchase of the covered properties, on terms satisfactory to BG LLC. Under the Second Amendment, BG LLC agreed to cause the Institution to agree in writing that, for a period of twelve (12) months, it will not knowingly provide equity or debt financing to any person or entity for the purpose of consummating a transaction which results in such person or its affiliates coming to own, of record or beneficially, equity securities of Glenborough having the right to cast more than 4.9% of the votes entitled to be cast by the holders of all of the equity securities of Glenborough at any annual shareholders' meeting thereof with respect to the election of directors. The foregoing limitation on the Institution's activities will not apply to the provision of credit or equity capital to fiduciaries, entities registered under the Investment Company Act of 1940, registered Investment Advisors acting in the ordinary course of their business or members of the National Association of Securities Dealers acting in the ordinary course of their business. Under the Second Amendment, BG LLC further agreed to cause Francesco Galesi, Dennis Trimarchi, Kimel and Beard to execute and deliver at or before the closing separate Standstill Agreements under which each will agree to refrain, and to require their respective affiliates to refrain, from acquiring the equity securities of Glenborough for a five (5) year period commencing at the closing of the Purchase Agreement. Pursuant to the Second Amendment, such Standstill Agreements will not prevent the acquisition by said individuals of Glenborough securities if (i) Glenborough consents in writing to the acquisition, (ii) said individuals or their affiliates receive Glenborough securities pursuant to a merger, consolidation, reorganization, dividend or distribution relating to any entity other than Glenborough or relating to any securities of Glenborough or its affiliates now held by such persons or their affiliates, provided that any such equity securities of Glenborough received represent a minor portion of the total assets involved in such transaction and that such transaction is not entered into with an intent to avoid the restrictions in the Standstill Agreement, (iii) said individuals receive securities of Glenborough by operation of law or by will or (iv) said individuals receive securities of Glenborough through an acquisition deemed to occur by virtue of appointment or succession to an office or position as a fiduciary or as a member of the Board of Directors or governing body of any entity. In a third related transaction, pursuant to a Guaranty Agreement dated September 25, 2000 by and between Glenborough and BG LLC, Glenborough guarantied the obligations of its affiliates under the Purchase Agreement to (i) cure monetary liens against the properties being sold and (ii) deliver the closing documents to BG LLC as and when the documents become due. Under the Guaranty Agreement, if Glenborough's affiliates do not meet their obligations as set out in the Purchase Agreement, Glenborough will pay $15 million to BG LLC. Under the Guaranty Agreement, Glenborough and its affiliates are permitted to furnish information to or enter into discussions or negotiations with any person that makes an unsolicited bona fide proposal to acquire all or substantially all of the properties subject to the Purchase Agreement, whether by merger, purchase of partnership interest or assets or otherwise, if the Board of Directors of Glenborough determines in good faith that such proposal could result in a transaction more favorable to Glenborough's stockholders from a financial point of view than the transaction contemplated by the Purchase Agreement. In the event that Glenborough's Board of Directors is prepared to accept such a proposal, Glenborough may terminate the Purchase Agreement by giving proper notice and paying $15 million to BG LLC. Furthermore, the Guaranty Agreement provides that Glenborough can take any action with respect to any merger, consolidation or sale of all or substantially all of the assets of Glenborough or its affiliates in the event that Glenborough's Board of Directors determines, based upon advice of outside legal counsel, that failure to take such action would be inconsistent with the Board's fiduciary duties to Glenborough's shareholders as long as Glenborough gives proper notice of termination and pays the sum of $15 million to BG LLC. CUSIP NO. 37803P105 13D Page 10 Consummation of each of the transactions, described in the previous three paragraphs, contemplated by each of the Stock Repurchase Agreement, the Purchase Agreement, as amended, and the Guaranty Agreement, is dependent upon consummation of the transactions contemplated under the other two agreements. Subject to the foregoing, the Reporting Persons intend to continue to evaluate the Issuer's business, prospects and financial condition, the market for the Stock, monetary and stock market conditions and other further developments. As a part of such evaluation, one or more of the Reporting Persons may participate in meetings or hold discussions with the Issuer's management, other security holders of the Issuer and other persons in which the Reporting Persons may express their views with respect to potential changes in the operations, assets, capital structure or ownership of the Issuer. Such expression of views may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form. Depending upon, among other things, the factors set forth above, the Reporting Persons reserve the right to (i) dispose of all or part of their investment in the Stock at any time, (ii) acquire additional equity securities of the Issuer or its affiliates by tender offer, in the open market, in private transactions or otherwise, (iii) propose a merger or other business combination with the Issuer or its affiliates, (iv) seek control of the Issuer by stock ownership or otherwise, or (v) take any other action with respect to the Issuer. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the following actions: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or CUSIP NO. 37803P105 13D Page 11 (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ Pursuant to Rule 13d-3(a), at the close of business on September 28, 2000, WPA I Ltd. may be deemed to be the beneficial owner of 1,899,700 shares of the Stock, which constitutes approximately 6.6% of the 28,696,576 shares of Stock outstanding on July 31, 2000, according to the Issuer's Form 10-Q filed on August 10, 2000 (the "Outstanding Shares"). Each of the Reporting Persons, either directly or indirectly, has or shares the power to vote or to direct the vote and to dispose or to direct the disposition of, such shares of Stock. Each of JGB I Ltd., as the sole general partner of WPA I Ltd., and JGB Holdings, as the sole general partner of JGB I Ltd., pursuant to Rule 13d-3 of the Act, may be deemed to be the beneficial owner of 1,899,700 shares of the Stock, which constitutes approximately 6.6% of the Outstanding Shares. Each of such persons, either directly or indirectly, may have or share the power to vote or to direct the vote and to dispose of or to direct the disposition of, such shares of Stock. BG LLC, as a wholly owned subsidiary of WPA I Ltd., pursuant to Rule 13d-3 of the Act, may be deemed to be the beneficial owner of 1,899,700 shares of the Stock, which constitutes approximately 6.6% of the Outstanding Shares. BG LLC, either directly or indirectly, may have or share the power to vote or to direct the vote and to dispose of or to direct the disposition of, such shares of Stock. Beard, individually and as sole shareholder of JGB Holdings, pursuant to Rule 13d-3 of the Act, may be deemed to be the beneficial owner of 2,010,700 shares of the Stock, which constitutes approximately 7.0% of the Outstanding Shares and consists of (i) the 1,899,700 shares described in the preceding paragraphs and (ii) 111,000 additional shares of Stock beneficially owned by Beard separately. Beard, either directly or indirectly, may have or share the power to vote or direct the vote and to dispose of or to direct the disposition of, such shares of Stock. Kimel, individually and as sole Trustee of the Manuel Kimel Family Trust, pursuant to Rule 13d-3 of the Act, may be deemed to be the beneficial owner of 1,902,700 shares of the Stock, which constitutes approximately 6.6% of the Outstanding Shares and consists of (i) the 1,899,700 shares described in the first two paragraphs of this Item and (ii) 3,000 additional shares of Stock beneficially owned by Kimel separately. Kimel, either directly or indirectly, may have or share the power to vote or direct the vote and to dispose of or to direct the disposition of, such shares of Stock. Other than as set forth above, none of the Reporting Persons named herein is the beneficial owner of any shares of the Stock. There have been no transactions in Stock by the Reporting Persons during the last 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------ --------------------------------------------------------------------- to Securities of the Issuer. - --------------------------- By virtue of constituent arrangements of the Reporting Persons, Beard and Kimel may be deemed to act jointly and thus deemed to share the power to vote, acquire and dispose of Stock. To the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or CUSIP NO. 37803P105 13D Page 12 option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. Item 7. Material to be Filed as Exhibits. - ------ --------------------------------
Exhibit Description Number 1. First Amendment to Purchase Agreement dated November 10, 2000 by and between Bush Gardens, LLC and certain affiliates of Glenborough Realty Trust Incorporated 2. Second Amendment to Purchase Agreement dated November 30, 2000 by and between Bush Gardens, LLC and certain affiliates of Glenborough Realty Trust Incorporated
[The remainder of this page is intentionally left blank.] CUSIP NO. 37803P105 13D SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d-1(k)(1)(ii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them in the capacities set forth below. Each of the undersigned Reporting Persons hereby constitutes and appoints Joseph G. Beard and Ronald Kimel, and each of them (with full power in each to act alone), as attorneys and agents of the undersigned, to sign and file with the Securities and Exchange Commission under Regulation 13 D-G under the Securities Exchange Act of 1934, as amended, any and all amendments and exhibits to this Schedule 13D, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable in their or his sole discretion. Dated: December 4, 2000 WESTDALE PROPERTIES AMERICA I, LTD., a Texas limited partnership By: JGB Ventures I, Ltd., a Texas limited partnership Its: General Partner By: JGB Holdings, Inc., a Texas corporation Its: General Partner By: /s/ Joseph G. Beard ----------------------------------------------- Joseph G. Beard, President JGB VENTURES I, LTD., a Texas limited partnership By: JGB Holdings, Inc., a Texas corporation Its: General Partner By: /s/ Joseph G. Beard ----------------------------------------------- Joseph G. Beard, President JGB HOLDINGS, INC., a Texas corporation By: /s/ Joseph G. Beard ---------------------------------------------------- Joseph G. Beard, President BUSH GARDENS, LLC, a Nevada limited liability company By: /s/ Joseph G. Beard ---------------------------------------------------- Joseph G. Beard, Manager /s/ Joseph G. Beard ---------------------------------------------------------------- Joseph G. Beard /s/ Ronald Kimel ---------------------------------------------------------------- Ronald Kimel EX-1 2 0002.txt FIRST AMENDMENT TO PURCHASE AGREEMENT EXHIBIT 1 FIRST AMENDMENT TO PURCHASE AGREEMENT ------------------------------------- This First Amendment to Purchase Agreement (this "First Amendment") is made --------------- by and among GLENBOROUGH PROPERTIES, L.P., CHASE MONROE LLC, GLB CHASE ON COMMONWEALTH, L.P., GLB COURTYARD, L.P., GLB FARMHURST, L.P., GLB THE OAKS, L.P., GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP, GLB SHARONRIDGE - PHASE II, LIMITED PARTNERSHIP, GLB WENDOVER GLEN, L.P., GLENBOROUGH FUND V, LIMITED PARTNERSHIP, GLENBOROUGH FUND VI, LLC, and GLENBOROUGH FUND X, LIMITED PARTNERSHIP (collectively, "Transferors") and BUSH GARDENS, LLC, a Nevada ----------- limited liability company ("Buyer"). ----- R E C I T A L S: ---------------- A. Transferors and Buyer entered into that certain Purchase Agreement effective September 26, 2000 (the "Agreement"), pursuant to which Transferors --------- agreed to sell to Buyer and Buyer agreed to purchase from Transferors the Properties described therein. Unless otherwise expressly defined, all capitalized terms used herein shall have the meanings given to such terms in the Agreement. B. Transferors and Buyer have decided to amend the Agreement to provide for the extension of certain dates set forth therein. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, Transferors and Buyer hereby agree as follows: 1. Approval Date. The Approval Date, which is defined in Addendum I of ------------- the Agreement, is hereby extended to November 30, 2000. 2. Assumption Application Deadline. The Assumption Application Deadline, ------------------------------- which is defined in Section 5(a)(v) of the Agreement, is hereby extended to November 30, 2000. 3. Seller. The defininition of Seller contained in Addendum I of the ------ Agreement is hereby revised to read in its entirety as follows: Sellers. Glenborough Properties, L.P. as to Woodmere Trace. Glenborough ------- Fund V, L.P. as to Overlook Apartments. Glenborough Fund VI, LLC as to Arrowood Crossing, Chase Monroe, Phase I, Park at Woodlake, Player's Club, Sabal Point and Willow Glen Apartments. Glenborough Fund X, Limited Partnership, as to Bandera Crossing, Bear Page 1 Creek, Cypress Creek, Hunters Chase, Hunterwood, Longspur Crossing, North Park, Silver Vale Crossing, Stone Ridge, the Hollows, Vista Crossing, Walnut Creek Crossing, Willow Brook and Wind River Crossing, Jefferson Creek, Jefferson Place and La Costa. GLB Chase on Commonwealth, L.P. as to Chase on Commonwealth. DC Courtyard, L.P. as to the Courtyard Apartments. GLB Farmhurst, L.P. as to the Landing on Farmhurst Apts. GLB the Oaks, L.P. as to the Oaks Apartments. GLB Sharonridge - Phase I and II, Limited Partnership, as to Sharonridge Apartments - Phase I. GLB Sharonridge - Phase I and II, Limited Partnership, as to Sharonridge Apartments - Phase II. GLB Wendover Glen, L.P. as to Wendover Glen Apartments. Chase Monroe, LLC as to the Chase, Phase II. 4. Ratification. Except as amended by this First Amendment, the terms and ------------ provisions of the Agreement shall remain in full force and effect, and shall be binding upon and inure to the benefit of the parties hereto. Page 2 EXECUTED as of November __, 2000. TRANSFERORS: GLENBOROUGH PROPERTIES, L.P. a California limited partnership By Glenborough Realty Trust Incorporated, a Maryland corporation, its General Partner By ------------------------------------- Its -------------------------------- CHASE MONROE LLC, a Delaware limited liability company By: Glenborough Properties, L.P., a California limited partnership Its Managing Member By: Glenborough Realty Trust Incorporated Its General Partner By ------------------------------------- Its -------------------------------- GLB CHASE ON COMMONWEALTH, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ------------------------------------- Its -------------------------------- GLB COURTYARD, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ------------------------------------- Its -------------------------------- Page 3 GLB FARMHURST, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ------------------------------------- Its -------------------------------- GLB THE OAKS, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ------------------------------------- Its -------------------------------- GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP, a North Carolina limited partnership By: Glenborough Corporation Its Agent By ------------------------------------- Its -------------------------------- GLB SHARONRIDGE - PHASE II, LIMITED PARTNERSHIP, a North Carolina limited partnership By: Glenborough Corporation Its Agent By ------------------------------------- Its -------------------------------- Page 4 GLB WENDOVER GLEN, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ------------------------------------- Its -------------------------------- GLENBOROUGH FUND V, LIMITED PARTNERSHIP, a Delaware limited partnership By: Glenborough Realty Trust Incorporated Its Agent By ------------------------------------- Its -------------------------------- GLENBOROUGH FUND VI, LLC, a Delaware limited liability company By: Glenborough Realty Trust Incorporated Its Agent By ------------------------------------- Its -------------------------------- GLENBOROUGH FUND X, LIMITED PARTNERSHIP, a Delaware limited partnership By: Glenborough Realty Trust Incorporated Its Agent By ------------------------------------- Its -------------------------------- BUYER: BUSH GARDENS, LLC, a Nevada limited liability company By ------------------------------------- Its -------------------------------- Page 5 EX-2 3 0003.txt SECOND AMENDMENT TO PURCHASE AGREEMENT EXHIBIT 2 SECOND AMENDMENT TO PURCHASE AGREEMENT -------------------------------------- This Second Amendment to Purchase Agreement (this "Second Amendment") is ---------------- made by and among GLENBOROUGH PROPERTIES, L.P., CHASE MONROE LLC, GLB CHASE ON COMMONWEALTH, L.P., GLB COURTYARD, L.P., GLB FARMHURST, L.P., GLB THE OAKS, L.P., GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP, GLB SHARONRIDGE - PHASE II, LIMITED PARTNERSHIP, GLB WENDOVER GLEN, L.P., GLENBOROUGH FUND V, LIMITED PARTNERSHIP, GLENBOROUGH FUND VI, LLC, and GLENBOROUGH FUND X, LIMITED PARTNERSHIP (collectively, "Transferors") and BUSH GARDENS, LLC, a Nevada ----------- limited liability company ("Buyer"). ----- R E C I T A L S: ---------------- A. Transferors and Buyer entered into that certain Purchase Agreement effective September 26, 2000 (the "Original Agreement"), pursuant to which ------------------ Transferors agreed to sell to Buyer and Buyer agreed to purchase from Transferors the Properties described therein. The Original Agreement has been amended by that certain First Amendment to Purchase Agreement dated November 10, 2000 (the "First Amendment"). The Original Agreement as amended by the First --------------- Amendment is hereinafter referred to as the "Agreement". Unless otherwise expressly defined, all capitalized terms used herein shall have the meanings given to such terms in the Agreement. B. Transferors and Buyer have decided to further amend the Agreement in certain respects. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, Transferors and Buyer hereby agree as follows: 1. Consideration. Section 3 of the Agreement is hereby revised to provide ------------- that the total Consideration for the Property shall be Three Hundred Ninety-Nine Million Ninety-Three Thousand Five Hundred Sixteen & No/100 ($399,093,516.00); said reduction in the Consideration represents a credit to Buyer for capital items identified by Buyer in the course of Buyer's due diligence investigations of the Properties. 2. Approval Date. The Approval Date, which is defined in Addendum I of ------------- the Agreement, is hereby extended to December 12, 2000, but only as to Investigation Matters relating to items (iii), (iv) and (v) as shown in the definition of Investigation Matters. Notwithstanding the foregoing, Buyer shall continue to have a right of continued inspection and review of the Properties with respect to items (i) and (ii) of the Investigation Matters until the extended Approval Date of December 12, 2000. 3. Conditions to Closing. Section 5(a) of the Agreement is hereby amended --------------------- to include the following additional Buyer's Condition Precedent: "(viii) On or before the Approval Date, [redacted] shall have delivered to Buyer a written commitment to participate in the purchase of the Property as an equity partner upon terms and conditions satisfactory to Buyer. Any right to terminate pursuant to this Buyer's Condition Precedent shall be exercised by written notice to Transferors on or before the Approval Date, or be deemed waived by Buyer." 4. Buyer's Deliveries. In addition to the Buyer's deliveries to the Title ------------------ Company pursuant to Section 6(e) of the Purchase Agreement, Buyer shall cause Messrs. Galesi, Trimarchi, Kimel and Beard each to execute a Standstill Agreement (each a "Standstill Agreement") to be delivered in escrow to the Title -------------------- Company at or before the Closing pursuant to which each of such persons will agree, from and after the Closing, to refrain and to require their respective Affiliates to refrain from acquiring other than in a Permitted Transaction, the equity securities of Glenborough Realty Trust, Inc. ("GLB") for a five year period following Closing. For the purposes hereof, a "Permitted Transaction" shall mean (i) any acquisition of securities by the persons in question, or their affiliates, consented to in writing by GLB, (ii) any transaction pursuant to which the persons in question, or their affiliates, receive equity securities of GLB in connection with any merger, consolidation, reorganization, dividend or distribution relating to the securities of any entity other than GLB or relating to any securities of GLB or its affiliates now held by such persons, or their affiliates, provided that any such equity securities of GLB received represent a minor portion of the total assets involved in such transaction(s) and that such transaction(s) are not entered into with an intent to avoid the restrictions contained in the Standstill Agreement (iii) any transfer by operation of law or by will or (iv) any acquisition deemed to occur by virtue of appointment or succession to an office or position as a fiduciary or as a member of the Board of Directors or governing body of any entity. In addition to the Standstill Agreements referenced above, Buyer shall cause [redacted] to agree in writing that for a period of twelve (12) months, it will not knowingly provide equity or debt financing to any person or entity for the purpose of consummating a transaction as a result of which, without the consent of GLB's Board of Directors, such person or its affiliates comes to own, of record or beneficially, equity securities of GLB having the right to cast at any annual meeting thereof, more than 4.9% of the votes entitled to be cast by the holders of all of the equity securities of GLB with respect to the election of directors; provided, however, that the foregoing restriction shall not apply to the provision of credit or equity capital to fiduciaries, entities registered under the Investment Company Act of 1940, registered Investment Advisors acting in the ordinary course of their business or members of the National Association of Securities Dealers acting in the ordinary course of their business (the "[redacted] Agreement"). The Standstill Agreements and the [redacted] Agreement - --------------------- shall be in form and content reasonably acceptable to Transferors, which form must be agreed upon on or before December 12, 2000, and Transferors acceptance of the form of such Agreements by such date shall be a Transferor's Condition Precedent pursuant to Section 5(b) of the Purchase Agreement. Any right to terminate pursuant to this Buyer's Condition Precedent shall be exercised by written notice to Buyer on or before the Approval Date, or be deemed waived by Transferors. 5. HUD Provision. Notwithstanding anything contained in the Agreement to ------------- the contrary, Buyer agrees that with respect to the following properties in North Carolina which are subject to mortgage liens in favor of HUD, Buyer will not assume the burdens and benefits of ownership of such properties until Buyer has received HUD's preliminary TPA Approval letter: Chase on Commonwealth, The Courtyard, The Landing on Farmhurst, The Oaks, Sharonridge - Phase I, Sharonridge - Phase II, and Wendover Glen. 6. Property Description. Schedule I attached to the Agreement is hereby -------------------- amended to delete the legal description for the property known as La Costa, and replace it with the legal description attached hereto as Exhibit A. 7. Capital Expenditures. Schedule 2(a) attached to the Agreement is -------------------- hereby replaced in its entirety with the new revised Schedule 2(a) attached hereto as Exhibit B. 8. Ratification. Except as amended by this Second Amendment, the terms ------------ and provisions of the Agreement shall remain in full force and effect, and shall be binding upon and inure to the benefit of the parties hereto. (Remainder of page intentionally left blank) EXECUTED as of November 30, 2000. TRANSFERORS: GLENBOROUGH PROPERTIES, L.P. a California limited partnership By Glenborough Realty Trust Incorporated, a Maryland corporation, its General Partner By ---------------------------------- Its ------------------------------- CHASE MONROE LLC, a Delaware limited liability company By: Glenborough Properties, L.P., a California limited partnership Its Managing Member By: Glenborough Realty Trust Incorporated Its General Partner By ---------------------------------- Its ------------------------------- GLB CHASE ON COMMONWEALTH, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ---------------------------------- Its ------------------------------- GLB COURTYARD, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ---------------------------------- Its ------------------------------- GLB FARMHURST, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ---------------------------------- Its ------------------------------- GLB THE OAKS, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ---------------------------------- Its ------------------------------- GLB SHARONRIDGE - PHASE I, LIMITED PARTNERSHIP, a North Carolina limited partnership By: Glenborough Corporation Its Agent By ---------------------------------- Its ------------------------------- GLB SHARONRIDGE - PHASE II, LIMITED PARTNERSHIP, a North Carolina limited partnership By: Glenborough Corporation Its Agent By ---------------------------------- Its ------------------------------- GLB WENDOVER GLEN, L.P., a North Carolina limited partnership By: Glenborough Corporation Its Agent By ---------------------------------- Its ------------------------------- GLENBOROUGH FUND V, LIMITED PARTNERSHIP, a Delaware limited partnership By: Glenborough Realty Trust Incorporated Its Agent By ---------------------------------- Its ------------------------------- GLENBOROUGH FUND VI, LLC, a Delaware limited liability company By: Glenborough Realty Trust Incorporated Its Agent By ---------------------------------- Its ------------------------------- GLENBOROUGH FUND X, LIMITED PARTNERSHIP, a Delaware limited partnership By: Glenborough Realty Trust Incorporated Its Agent By ---------------------------------- Its ------------------------------- BUYER: BUSH GARDENS, LLC, a Nevada limited liability company By ---------------------------------- Its ------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----