Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

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

Date of Report (Date of earliest event reported): 06/22/2007

Pennsylvania Real Estate Investment Trust

(Exact name of registrant as specified in its charter)

Commission File Number: 1-6300

Pennsylvania		23-6216339
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

The Bellevue, 200 South Broad Street, Philadelphia, PA 19102

(Address of principal executive offices, including zip code)

215-875-0700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 8.01. Other Events

Pennsylvania Real Estate Investment Trust (the "Company") has called for redemption, and on July 31, 2007 (the "Redemption Date") expects to redeem, all of its outstanding 11% Non-Convertible Senior Preferred Shares (NYSE: PEI PRA) for an aggregate cash redemption amount of $129.9 million, plus accrued and unpaid dividends to but not including the Redemption Date. The Company anticipates borrowing under its Credit Facility to fund the amount to be delivered to holders.

In accordance with the Designating Amendment to Trust Agreement Designating the Rights, Preferences, Privileges, Qualifications, Limitations and Restrictions of the Preferred Shares, the Company gave notice of redemption by means of publication in a newspaper of general circulation in the City of New York on June 15, 2007 and June 22, 2007, and by mail on June 15, 2007 to holders of record of the preferred shares. A copy of the Notice of Redemption is attached as an exhibit to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Notice of Redemption of the Company's 11% Non-Convertible Senior Preferred Shares

Signature(s)

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.

		Pennsylvania Real Estate Investment Trust


Date: June 22, 2007	By:	/s/ Bruce Goldman
		Bruce Goldman
		Executive Vice President and General Counsel

Exhibit Index

Exhibit No.		Description
EX-99.1		Notice of Redemption of the Company's 11% Non-Convertible Senior Preferred Shares

EX-99.1 2 rrd163763_20656.htm NOTICE OF REDEMPTION OF THE COMPANY'S 11% NON-CONVERTIBLE SENIOR PREFERRED SHARES NOTICE OF REDEMPTION BY NOTICE OF REDEMPTION BY

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

OF ALL OUTSTANDING
11% NON-CONVERTIBLE SENIOR PREFERRED SHARES

NOTICE IS HEREBY GIVEN that Pennsylvania Real Estate Investment Trust ("PREIT") has called for redemption, and on July 31, 2007 (the "Redemption Date") will redeem, all of its outstanding 11% Non-Convertible Senior Preferred Shares (NYSE: PEI PRA) (CUSIP 709102 20 6) (the "Preferred Shares") pursuant to Section 4 of the Designating Amendment to Trust Agreement Designating the Rights, Preferences, Privileges, Qualifications, Limitations and Restrictions of the Preferred Shares. Wells Fargo Shareowner Services is the Redemption and Paying Agent (the "Agent") in connection with the redemption, and will send Notices of Redemption and Letters of Transmittal to record holders. Holders should carefully read the Notice of Redemption, together with the accompanying Letter of Transmittal and the instructions contained therein.

On the Redemption Date, (1) PREIT will deliver, or cause to be delivered, to the Agent, out of funds legally available therefor, $129,937,500 in redemption of 2,475,000 Preferred Shares, plus a sum equal to all accrued and unpaid dividends on the Preferred Shares, and (2) the Agent will pay to the holders of the Preferred Shares, in exchange for each such Preferred Share, $52.50 per share plus accrued and unpaid dividends of $0.7486 per share to but not including the Redemption Date (the "Redemption Price"). Holders should consult their tax advisors to determine the tax treatment of the redemption payment.

Certificates evidencing Preferred Shares to be redeemed shall be surrendered for redemption, together with a properly completed and signed Letter of Transmittal, as follows:

By Mail

By Overnight Courier or Hand Delivery

Wells Fargo Shareowner Services

Corporate Actions Department

P.O. Box 64858

St. Paul, MN 55164-0858

Wells Fargo Shareowner Services

Corporate Actions Department

161 North Concord Exchange

South St. Paul, MN 55075

1.877.262.8260

The method of delivery of the certificate(s) is at the option and risk of the owner. Delivery of the foregoing instruments and documents to any other address shall not constitute valid delivery. Questions relating to, and requests for additional copies of, the Notice of Redemption and Letter of Transmittal should be directed to the Agent at 1.877.262.8260.

From and after the Redemption Date, all Preferred Shares shall no longer be deemed to be outstanding, dividends thereon shall cease to accrue, and all rights with respect to the Preferred Shares shall terminate, except only the right of the holders thereof to receive the Redemption Price of the Preferred Shares, but without interest thereon, upon surrender of such Preferred Shares.

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

June 15, 2007

-----END PRIVACY-ENHANCED MESSAGE-----