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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
August 21, 2000
Date of Report (Date of earliest event reported)
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PAN PACIFIC RETAIL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
MARYLAND 001-13243 33-0752457
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
1631-B SOUTH MELROSE DR., VISTA, CA 92083
(Address of principal executive offices) (Zip Code)
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(760) 727-1002
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 21, 2000, Pan Pacific Retail Properties, Inc., a Maryland
corporation ("Pan Pacific"), and Western Properties Trust, a California real
estate investment trust ("Western"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, and subject
to the conditions set forth therein (including approval of the transaction by
the stockholders of Pan Pacific and the shareholders of Western), Western will
be merged with and into Pan Pacific (the "Merger") and Pan Pacific will continue
as the surviving corporation. In connection with the Merger, holders of
outstanding shares of beneficial interest in Western will receive, in exchange
for each share of beneficial interest in Western held by them, .62 (the
"Exchange Ratio") shares of Pan Pacific common stock. In addition, Pan Pacific
will assume all options outstanding under Western's existing stock option plans.
The Merger is intended to be a tax-free reorganization under Section 368(a) of
the Internal Revenue Code of 1986, as amended.
Concurrently with the execution of the Merger Agreement, Revenue
Properties (U.S.), Inc. ("RPUS"), Pan Pacific Development (Nevada) Inc. ("PPD")
and Western entered into a Voting Agreement (the "Voting Agreement") pursuant to
which RPUS and PPD agreed to vote in favor of the Merger. RPUS and PPD
collectively own approximately 51% of the outstanding shares of Pan Pacific
common stock.
The Merger Agreement and the Voting Agreement are attached as Exhibits
2.1 and 10.1 hereto, respectively. On August 22, 2000, Pan Pacific and Western
issued a joint press release regarding the Merger Agreement which is attached as
Exhibit 99.1 hereto.
ITEM 7(c). EXHIBITS.
See Exhibit Index.
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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.
Date: August 23, 2000 By: /s/ JOSEPH B. TYSON
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Name: Joseph B. Tyson
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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2.1 Agreement and Plan of Merger dated as of August 21, 2000 by
and between Pan Pacific Retail Properties, Inc. and Western
Properties Trust
10.1 Voting Agreement dated as of August 21, 2000 by and among
Revenue Properties (U.S.), Inc., Pan Pacific Development
(Nevada) Inc. and Western Properties Trust
99.1 Joint press release dated August 22, 2000
