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EXHIBIT 99.3
PERSONAL AND CONFIDENTIAL
September 29, 2000
The Board of Directors
Pan Pacific Retail Properties, Inc.
1631-B South Melrose Drive
Vista, California 92083
Re: Registration Statement (File No. 333-45944) of Pan Pacific Retail
Properties, Inc.
Gentlemen:
Reference is made to our opinion letter dated August 21, 2000 with respect to
the fairness, from a financial point of view, to Pan Pacific Retail Properties,
Inc. (the "Company"), of the exchange ratio of 0.62 shares of common stock, par
value $0.01 per share, of the Company to be received by shareholders of Western
Properties Trust ("Western"), pursuant to the merger of WPT, Inc. (which will be
the successor entity to Western immediately prior to the merger) with and into
the Company, for each share of beneficial interest of Western pursuant to the
Agreement and Plan of Merger, dated August 21, 2000, by and between the Company
and Western.
The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement.
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Summary -- Opinions of Financial Advisors," "The Merger --
Background of the Merger," "The Merger -- Pan Pacific's Reasons for the Merger,"
and "Opinion of Financial Advisor to Pan Pacific" and to the inclusion of the
foregoing opinion in the Joint Proxy Statement/Prospectus included in the
above-mentioned Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ PRUDENTIAL SECURITIES INCORPORATED
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(Prudential Securities Incorporated)
