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EXHIBIT 99.1
PAN PACIFIC RETAIL PROPERTIES, INC.
PROXY
SPECIAL MEETING OF STOCKHOLDERS -- NOVEMBER 9, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, as a holder of Common Stock of Pan Pacific Retail
Properties, Inc. ("Pan Pacific"), hereby appoints Mr. Stuart A. Tanz and Dr.
Mark J. Riedy or either of them, as proxies, each with full power of
substitution, to represent and to vote as designated on this card all of the
shares of Common Stock of Pan Pacific which the undersigned is entitled to vote
at the Special Meeting of Stockholders to be held on November 9, 2000 at 10:00
A.M., or any adjournment or postponement thereof, and to otherwise represent the
undersigned at the meeting with all powers possessed by the undersigned as if
personally present at such meeting. The undersigned hereby acknowledges receipt
of the Notice of Special Meeting of Stockholders and of the accompanying Proxy
Statement and revokes any proxy heretofore given with respect to such meeting.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned. If no direction is made, this Proxy will be voted FOR
proposals 1 and 2. If any other business is presented at the Special Meeting of
Stockholders, the Proxy will be voted in accordance with the discretion of the
proxies named above.
1. To approve the merger of WPT, Inc., a California corporation (which will be
the successor of Western Properties Trust, a California real estate
investment trust, as a result of the incorporation of Western Properties
Trust immediately before the merger) with and into Pan Pacific, including
the issuance of shares of Pan Pacific common stock in connection with the
merger, substantially in accordance with the Amended and Restated Agreement
and Plan of Merger, dated as of August 21, 2000, between Pan Pacific and
Western Properties Trust.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To approve an amendment to the 2000 Stock Incentive Plan of Pan Pacific
Retail Properties, Inc. which would increase the number of shares of Pan
Pacific common stock reserved for issuance under the Plan from 489,971 to
1,786,695.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies named herein are authorized to vote upon
any other matter that may properly come before the Special Meeting of
Stockholders or any adjournment or postponement thereof.
The Board of Directors recommends a vote "FOR" the merger proposal and the
proposal to amend the 2000 Stock Incentive Plan of Pan Pacific Retail
Properties, Inc.
IMPORTANT: PLEASE DATE AND SIGN THE PROXY ON REVERSE SIDE
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ACCOUNT NUMBER
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Please mark, date and sign as
your name appears hereon. If
acting as executor,
administrator, trustee,
guardian, etc., you should so
indicate when signing. If the
signer is a corporation, please
sign the full corporate name,
by a duly authorized officer
and indicate the title of such
officer. If shares are held
jointly, each stockholder named
should sign. If you receive
more than one proxy card,
please date and sign each card
and return all proxy cards in
the enclosed envelope.
Dated: ________________, 2000
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Signature
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Signature
PLEASE DATE, SIGN AND MAIL THIS
PROXY IN THE ENCLOSED ENVELOPE.
