-----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, Nx/wpy3gq/ASTKE8hZX2Pm+YAlsKYUSes5HxclbR5e418fi03tPRv4uJPnSMzYhG XRRSry2PtKpSLVzxAmUGyw== 0000912057-97-012964.txt : 19970416 0000912057-97-012964.hdr.sgml : 19970416 ACCESSION NUMBER: 0000912057-97-012964 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970401 ITEM INFORMATION: Other events FILED AS OF DATE: 19970415 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC REAL ESTATE INVESTMENT TRUST INC CENTRAL INDEX KEY: 0000230437 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 941572930 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08725 FILM NUMBER: 97580432 BUSINESS ADDRESS: STREET 1: 1010 EL CAMINO REAL STE 210 CITY: MENLO PARK STATE: CA ZIP: 95025 BUSINESS PHONE: 4143277147 MAIL ADDRESS: STREET 1: 1010 EL CAMINO REAL STREET 2: STE 210 CITY: MENLO PARK STATE: CA ZIP: 95025 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19920703 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 1, 1997 Date of report (Date of earliest event reported) PACIFIC REAL ESTATE INVESTMENT TRUST (Exact Name of Registrant as Specified in Charter) California 0-8725 94-1572930 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1010 El Camino Real, Suite 210 Menlo Park, California 94025 (Address of Executive Offices) (415) 327-7147 Registrant's telephone number, including area code N/A (Former Name or Former Address, If Changed Since Last Report) Item 5. Other Events Effective as of April 1, 1997, Pacific Real Estate Investment Trust, a California real estate trust ("PREIT"), and Pan Pacific Development (U.S.) Inc. ("Pan Pacific"), a wholly owned subsidiary of Revenue Properties Company Limited, a Canadian corporation, mutually agreed to terminate the merger agreement entered into by the parties as of January 10, 1997, due to the failure of conditions in the merger agreement. PREIT announced the termination to its shareholders in a Shareholder Letter dated April 9, 1997. PREIT subsequently entered into a Purchase Agreement with Pan Pacific, dated as of April 1, 1997, pursuant to which Pan Pacific will purchase from PREIT the Monterey Plaza Shopping Center, located in San Jose, California and five notes receivable for a combined purchase price of $29,760,000. Pan Pacific will assume liability for encumbrances against the Monterey Plaza Shopping Center in the approximate amount of $18,400,000, resulting in net cash proceeds to PREIT of $11,360,000, less closing costs, from the transaction. The purchase of Monterey Plaza is subject to usual conditions, including the approval by the secured lender of Pan Pacific's proposed assumption of the mortgage loan on the property. It is anticipated that the transaction will close by the end of April. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 9, 1997 PACIFIC REAL ESTATE INVESTMENT TRUST By: /s/ Robert C. Gould ---------------------------------------- Robert C. Gould, Vice President INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Shareholder Letter dated April 9, 1997 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 PACIFIC REAL ESTATE INVESTMENT TRUST 1010 El Camino Real, Suite 210, Menlo Park, CA 94025 (415) 327-7147 FAX (415) 327-8516 April 9, 1997 Dear Shareholder: On January 15, 1997, we sent a special letter to all shareholders announcing that Pacific Real Estate Investment Trust (PREIT) had entered into a definitive merger agreement with Pan Pacific Development (US) (PPD), which was subject to three major contingencies. The parties have agreed that these contingencies will not be satisfied, due primarily to the unsuccessful resolution, within the deadlines specified in the merger agreement, of the environmental issue at the El Portal Shopping Center in San Pablo. Therefore, the merger will not be consummated. We do, however, expect to have this environmental issue resolved within the next few months. Although the merger will not be completed, PREIT has entered into a definitive agreement to sell the Monterey Plaza Shopping Center in San Jose and PREIT's mortgage notes receivable to PPD (US). The total purchase price will be $29,760,000 less current mortgage principal at the time of closing, as PPD (US) will assume the mortgage on Monterey Plaza Shopping Center. The only significant contingency to this transaction is that Prudential, the holder of the first mortgage on Monterey Plaza, must approve PPD (US) as an acceptable borrower to assume the loan from PREIT. It is our expectation that this approval is imminent, and we have scheduled this transaction to close at the end of this month. The net proceeds of the transaction will allow PREIT to pay off all of its remaining short term debt and have adequate reserves to meet all known PREIT obligations. PREIT's 1996 annual report and proxy statement will be mailed in the next several weeks. These documents will outline the plans for the future of PREIT. Sincerely, Pacific Real Estate Investment Trust /s/ Russell Collier /s/ Wilcox Patterson - ------------------------------------- ----------------------------------- Russell Collier Wilcox Patterson Advisor President of the Board of Trustees -----END PRIVACY-ENHANCED MESSAGE-----