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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2000
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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):
NOVEMBER 13, 2000
PAN PACIFIC RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 001-13243 33-0752457
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification Number)
1631-B SOUTH MELROSE DRIVE
VISTA, CALIFORNIA 92083
(Address of principal executive offices) (Zip Code)
(760) 727-1002
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OF ASSETS.
On November 13, 2000, pursuant to an Amended and Restated Agreement and
Plan of Merger dated as of August 21, 2000 between Pan Pacific Retail
Properties, Inc., a Maryland corporation ("Pan Pacific"), and Western Properties
Trust, a California real estate investment trust ("Western"), WPT, Inc., a
California corporation ("WPT") (which was the successor to Western immediately
prior to the Merger) merged with and into Pan Pacific (the "Merger"). In the
Merger, each issued and outstanding share of common stock, no par value, of WPT
was converted into 0.62 shares of common stock, par value $.01 per share, of Pan
Pacific ("Pan Pacific Common Stock"), with cash being paid in lieu of fractional
shares of Pan Pacific Common Stock.
In connection with the Merger, Pan Pacific has assumed Western's
obligations under its 7.875% Unsecured Senior Notes Due 2004, 7.10% Unsecured
Senior Notes Due 2006, 7.20% Unsecured Senior Notes Due 2008 and 7.30% Unsecured
Senior Notes Due 2010, and the indentures under which the notes were issued.
On November 14, 2000, Pan Pacific issued a press release regarding the
Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The audited consolidated financial statements as of December 31, 1999
and 1998 and for each of the years in the three year period ended December 31,
1999 of Western (incorporated by reference from Western's Annual Report on Form
10-K for the year ended December 31, 1999).
The unaudited consolidated financial statements as of September 30, 2000
and for the three months ended September 30, 2000 (incorporated by reference
from Western's Quarterly Report on Form 10-Q for the quarter ended September 30,
2000).
(b) The pro forma financial information as previously reported is
incorporated by reference from Pan Pacific's Registration Statement on Form S-4
(File No. 333-45944).
(c) Exhibits
23.1 Consent of KPMG LLP.
99.1 Press Release, dated November 14, 2000, issued by Pan
Pacific Retail Properties, Inc.
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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 hereunto duly authorized.
PAN PACIFIC RETAIL PROPERTIES, INC.
By: /s/ JOSEPH B. TYSON
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Name: Joseph B. Tyson
Title: Chief Financial Officer and
Secretary
Dated: November 28, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of KPMG LLP.
99.1 Press Release, dated November 14, 2000, issued by Pan
Pacific Retail Properties, Inc.
