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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): September 29, 1997
BRE PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maryland 0-5305 94-1722214
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification Number)
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One Montgomery Street
Telesis Tower, Suite 2500
San Francisco, California 94104-5525
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(Address of principal executive offices) (Zip Code)
(415) 445-6530
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On September 29, 1997, BRE Properties, Inc. ("BRE") signed a definitive
agreement pursuant to which BRE will acquire the assets and operations of
Trammell Crow Residential located in the Western U.S. ("TCR-West") for a total
purchase price of approximately $600 million. The purchase price is based on a
BRE share price of $26.93 (subject to certain adjustments) and includes payment
in common stock, operating company units ("OP units"), cash and the assumption
of debt and other liabilities.
The OP units will be convertible into shares of BRE common stock on a 1:1 basis,
or into an equivalent amount of cash at BRE's election, beginning one year after
the closing. Certain adjustments will be made to the number of shares of common
stock and OP units to be issued at closing should BRE's average stock price fall
below $26.93. The parties also have certain rights to terminate or to elect to
proceed with the transaction under certain circumstances should BRE's average
price fall below $25.00 per share.
The transaction will combine 7,478 of TCR-West's apartment units (including
approximately 2,445 units of development-pipeline properties) with BRE's 13,543
units, extending BRE's Western market focus to 12 major metropolitan areas from
the nine it currently serves. In addition to purchasing existing properties and
development projects, BRE will also acquire TCR-West's development, construction
and third-party property management operations.
Subject to certain adjustments, the number of shares of common stock and OP
units to be issued at closing is expected to range in value from a minimum of
approximately $150 million to a maximum of $222 million. Correspondingly, the
cash portion of the purchase price would range from a maximum of $205 million to
a minimum of $133 million. The debt portion of the purchase price is
approximately $135 million. Over the next two years, BRE expects to provide
funding for development properties with costs to complete of approximately $110
million.
The transaction is subject to customary closing conditions and is expected to
close in November 1997. The acquisition will be structured using a newly
organized operating company and will be treated as a purchase for accounting
purposes.
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SIGNATURES
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 thereunto duly authorized.
BRE PROPERTIES, INC.
(Registrant)
Date: October 15, 1997 /s/ LeRoy E. Carlson
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LeRoy E. Carlson
Chief Financial Officer
(Principal Financial and Accounting
Officer)
