-----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, QkQFO6oWeVzbMySVsbCdz2Z+ye6Yx6MkmJm8fRt3y7EWCIKsbVoZO7s61Ac+k0pM uKKWxnKhaByRr5lRDPb/Cw== 0000950116-03-004035.txt : 20031009 0000950116-03-004035.hdr.sgml : 20031009 20031009171615 ACCESSION NUMBER: 0000950116-03-004035 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031009 FILED BY: 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: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: THE BELLEVUE STREET 2: 200 S BROAD STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155429250 MAIL ADDRESS: STREET 1: THE BELLEVUE STREET 2: 200 S BROAD STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROWN AMERICAN REALTY TRUST CENTRAL INDEX KEY: 0000905134 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 251713733 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12216 FILM NUMBER: 03935617 BUSINESS ADDRESS: STREET 1: PASQUERILLA PLAZA CITY: JOHNSTOWN STATE: PA ZIP: 15907 BUSINESS PHONE: 8145364441 MAIL ADDRESS: STREET 1: N/A 425 1 four25.txt 425 Filed by: Pennsylvania Real Estate Investment Trust Subject Company: Crown American Realty Trust Pursuant to Rule 425 under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Registration Statement File No.: 333-107902 [GRAPHIC OMITTED] Pennsylvania Real Estate Investment Trust 200 South Broad Street Philadelphia, PA 19102 www.preit.com Phone: 215-875-0700 Fax: 215-546-7311 Toll Free: 866-875-0700 AT THE COMPANY Edward A. Glickman Executive Vice President and CFO (215) 875-0700 AT KCSA PUBLIC RELATIONS WORLDWIDE Todd Fromer (Investor Relations) (212) 896-1215 Evan Smith, CFA (Media Relations) (212) 896-1251 FOR IMMEDIATE RELEASE Pennsylvania Real Estate Investment Trust Announces Special Meeting of Shareholders to Be Held November 11, 2003 Company to Provide Live Webcast PHILADELPHIA, PA October 9, 2003--Pennsylvania Real Estate Investment Trust ("PREIT") (NYSE: PEI) announced today that it will hold a Special Meeting of Shareholders on Tuesday, November 11, 2003 at 11:00 a.m. ET to consider and vote on the approval of the merger agreement with Crown American Realty Trust (NYSE: CWN), announced May 14, 2003, and other business items. The meeting will be held at the 200 South Broad Street at Park Hyatt Philadelphia at the Bellevue. A complete Proxy Statement is being mailed to shareholders of record as of September 25, 2003. A copy of this document is available on PREIT's website, www.preit.com. The Special Meeting of Shareholders will be broadcast in a live "listen only" mode via the Internet at the Company website, www.preit.com, or at www.vcall.com. Please allow extra time prior to the scheduled starting time to visit the site and download any necessary audio software. About Pennsylvania Real Estate Investment Trust Pennsylvania Real Estate Investment Trust, founded in 1960 and one of the first equity REITs in the U.S., has a primary investment focus on retail shopping malls and power centers (approximately 17.7 million square feet) located in the eastern United States. PREIT's portfolio currently consists of 32 properties in 7 states. PREIT's portfolio includes 14 shopping malls, 14 strip and power centers and four industrial properties. In addition, there are two retail properties under development which PREIT expects will add approximately 0.8 million square feet to its portfolio. PREIT is headquartered in Philadelphia, Pennsylvania. This press release contains certain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and other matters that are not historical facts. These forward-looking statements reflect PREIT's current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause future events, achievements or results to differ materially from those expressed by the forward-looking statements. In particular, PREIT may not be able to consummate the merger with Crown, or if such transaction is consummated, PREIT's actual results may differ significantly from those expressed in any forward-looking statement. Certain factors that could cause PREIT not to consummate the transaction include, without limitation, the satisfaction of closing conditions applicable to the transaction (some of which are beyond PREIT's control). In addition, PREIT's business is subject to uncertainties regarding the revenues, operating expenses, leasing activities, occupancy rates, and other competitive factors relating to PREIT's portfolio and the properties proposed to be acquired and changes in local market conditions as well as general economic, financial and political conditions, including the possibility of outbreak or escalation of war or terrorist attacks, any of which may cause future events, achievements or results to differ materially from those expressed by the forward-looking statements. PREIT does not intend to and disclaims any duty or obligation to update or revise any forward-looking statements or industry information set forth in this press release to reflect new information, future events or otherwise. In connection with the proposed merger between PREIT and Crown American Realty Trust referenced in the press release, PREIT and Crown American Realty Trust have filed a joint proxy statement/prospectus on Form S-4 and other materials with the Securities and Exchange Commission. SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these materials, as well as other materials filed with the Securities and Exchange Commission concerning PREIT and Crown American Realty Trust, at the Securities and Exchange Commission's website at http://www.sec.gov. In addition, these materials and other documents filed by PREIT may be obtained for free by directing a request to Pennsylvania Real Estate Investment Trust at The Bellevue, 200 S. Broad Street, Philadelphia, PA 19102; Attn: Investor Relations. These materials and other documents filed by Crown American Realty Trust may be obtained for free by directing a request to Crown American Realty at Pasquerilla Plaza, Johnstown, Pennsylvania 15901; Attn: Investor Relations. -----END PRIVACY-ENHANCED MESSAGE-----