-----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, F+5WXkzTUMWVc18/kE3Lcf4sBVXGsdsikLI74uwyIDsExVntfFXPRVPZ0o0yVpt/ jjWZncbaSQ9CE630IJyWlQ== 0001012975-01-000006.txt : 20010123 0001012975-01-000006.hdr.sgml : 20010123 ACCESSION NUMBER: 0001012975-01-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010116 ITEM INFORMATION: FILED AS OF DATE: 20010116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE REAL ESTATE INVESTMENT TRUST INC CENTRAL INDEX KEY: 0001048566 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522081138 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23911 FILM NUMBER: 1508761 BUSINESS ADDRESS: STREET 1: 1310 S W 17TH ST CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5037216500 MAIL ADDRESS: STREET 1: 1310 S W 17TH ST CITY: PORTLAND STATE: OR ZIP: 97201 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _____________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 22, 2000. Wilshire Real Estate Investment Inc. (Exact Name of Registrant as Specified in Charter) Maryland 0-23911 52-2081138 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1631 SW Columbia Street, Portland, OR 97201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (503) 721-6500 Item 5. Other Events. Wilshire Real Estate Investment Inc. (the "Company") owns all of the issued and outstanding share capital of BEP Islands Limited, a company incorporated in Jersey, Channel Islands. BEP Islands Limited holds 2,647 A shares (or approximately 26.47% of the issued and outstanding share capital) of BEP Property Holdings Limited, a company incorporated in Jersey, Channel Islands ("BEP Property"), which owns all of the issued and outstanding share capital of BEP Acquisitions Limited, a company incorporated in Jersey, Channel Islands ("BEP Acquisitions"). On December 22, 2000, the boards of directors of BEP Acquisitions and Bourne End Properties Plc, a company registered in England and Wales ("Bourne End") announced that they had agreed to the terms of an offer (the "Offer") by BEP Acquisitions for all of the issued and outstanding capital stock of Bourne End. On January 5, 2001, BEP Acquisitions commenced the Offer. The Offer is 69 pence in cash for each Bourne End share and values Bourne End's existing share capital of 60,899,334 Bourne End shares at approximately L42 million. The Offer expires at 3:00 p.m. on January 26, 2001. The Offer is subject to valid acceptances being received (and not withdrawn) in respect of not less than 90% of the Bourne End shares and other customary conditions. The Board of Directors of Bourne End has unanimously recommended that the shareholders of Bourne End accept the Offer. BEP Acquisitions has received irrevocable undertakings to accept the Offer in respect of 25,537,563 Bourne End shares, representing approximately 41.9% of the outstanding shares. In addition, BEP Acquisition has received a non-binding letter of intent from an institutional fund manager to accept the Offer in respect of 7,905,000 Bourne End shares, representing approximately 12.9% of the outstanding Bourne End shares. Bourne End has agreed to pay BEP Acquisitions an inducement fee of L414,000 if the Offer lapses or is withdrawn following the announcement of a competing cash offer by a third party at not less than 10% more than the price of the Offer. Bourne End is a specialist investor in retail property, currently owning nine town shopping centers in England and Scotland. The shopping centers range in size from 80,000 sq. ft. to approximately 340,000 sq. ft. BEP Acquisitions was incorporated in Jersey for the purposes of making the Offer. BEP Acquisitions' share capital is wholly owned by BEP Property. The shareholders in BEP Property are as follows: BEP Islands Limited (2,647 A shares), Merrill Lynch (Jersey) Holdings Limited (7,059 B shares) and Greenbau Estuary Limited (294 C shares). Merrill Lynch (Jersey) Holdings Limited is a subsidiary of Merrill Lynch & Co., Inc. ("Merrill Lynch"). Merrill Lynch is one of the world's leading financial management and advisory companies with offices in over 40 countries and total client assets of approximately USD1.7 trillion. The real estate activities of Merrill Lynch in Europe include senior, mezzanine and securitized financing, principal real estate investment, as well as a dedicated advisory practice. Greenbau Estuary Limited was incorporated in Jersey for purposes of making an investment in BEP Property and is owned by Peter Kasch and Julian Newiss who are employees of The Greenwich International (U.K.) Limited Partnership, an English limited partnership ("Greenwich U.K."). The general partner of Greenwich U.K. is Greenwich Group International LLC, a New York limited liability company (collectively with Greenwich U.K., the "Greenwich Group"). Greenwich Group is an international real estate investment banking organization based in New York, with offices in Boston, Washington, D.C., Los Angeles, London, Frankfurt and Singapore. Since its founding in 1995, Greenwich Group has purchased, in partnership with various investment funds approximately L500 million in real estate within the United Kingdom. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Wilshire Real Estate Investment Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 12, 2001 WILSHIRE REAL ESTATE INVESTMENT INC. By: /s/ Lawrence A. Mendelsohn Lawrence A. Mendelsohn President By: /s/ Chris Tassos Chris Tassos Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----