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EXHIBIT 99.2
PROXY
WESTERN PROPERTIES TRUST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 9, 2000
The undersigned hereby appoints Reginald B. Oliver, James L. Stell, Dennis
D. Ryan, Bradley N. Blake, L. Michael Foley and Joseph P. Colmery as proxies,
each with the power to appoint his substitute, and hereby authorizes each of
them to represent and to vote, as designated below, all the shares of beneficial
interest of Western Properties Trust ("Western Properties") held of record by
the undersigned on September 29, 2000 at the special meeting of shareholders of
Western Properties to be held at the Holiday Inn, 1800 Powell Street, Gold Room,
Emeryville, California 94608, on November 9, 2000 at 10:00 a.m., Pacific Time,
and at any and all postponements, continuations and adjournments thereof, with
all powers that the undersigned would possess if personally present, upon and in
respect of the following matters and in accordance with the following
instructions, with discretionary authority as to any and all other matters that
may properly come before the special meeting.
Should the undersigned be present and choose to vote at the special meeting
or at any adjournment or postponements thereof, and after notification to
Western Properties at the special meeting of the shareholder's decision to
terminate this proxy, then the power of the attorneys or proxies shall be deemed
terminated and of no further force and effect. This proxy may also be revoked by
filing a written notice of revocation with Western Properties or by duly
executing a proxy bearing a later date.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. UNLESS A CONTRARY DIRECTION IS INDICATED,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AS MORE SPECIFICALLY DESCRIBED IN THE
JOINT PROXY STATEMENT/PROSPECTUS TRANSMITTED IN CONNECTION WITH THE SPECIAL
MEETING. ANY HOLDER WHO WISHES TO WITHHOLD THE DISCRETIONARY AUTHORITY REFERRED
TO IN PROPOSAL 2 BELOW SHOULD MARK A LINE THROUGH THE ENTIRE PROPOSAL.
IMPORTANT: PLEASE MARK YOUR VOTE, DATE AND SIGN ON REVERSE SIDE.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF WESTERN
PROPERTIES TRUST
Please mark
your vote as [X]
indicated in
this example.
THE WESTERN PROPERTIES TRUST BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSAL 1
1. Proposal Number 1 - Approval and adoption of the principal terms of the
Amended and Restated Agreement and Plan of Merger between Western Properties
Trust, a California real estate investment trust, and Pan Pacific Retail
Properties, Inc., a Maryland corporation, dated as of August 21, 2000, as
amended, the merger contemplated thereby, and approval of the incorporation
of Western Properties Trust as a California corporation immediately before
the merger, as described in the accompanying joint proxy statement and
prospectus.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Proposal Number 2 - In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the special meeting or
any adjournments or postponements thereof.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE PROXIES WILL VOTE ALL OF THE COMMON
SHARES HELD OF RECORD BY THE UNDERSIGNED IN THE MANNER INSTRUCTED HEREIN BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" PROPOSAL
1.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY USING THE ENCLOSED
ENVELOPE. IF YOUR ADDRESS IS INCORRECTLY SHOWN, PLEASE PRINT CHANGES.
The undersigned hereby notifies and confirms all that said attorneys and
proxies, or any of them, or their substitutes shall lawfully do or cause to be
done by virtue hereof, and hereby revokes any and all proxies heretofore given
by the undersigned to vote at said special meeting. The undersigned acknowledges
receipt of the notice of said special meeting and joint proxy
statement/prospectus accompanying said notice.
Signature(s)____________________________________ Dated:________________, 2000
Please sign exactly as names are shown. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporation name by president or other authorized officer. If a partnership,
please sign in full partnership name by authorized person.
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