SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 22, 2000.
Wilshire Real Estate Investment Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland 0-23911 52-2081138
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1631 SW Columbia Street, Portland, OR 97201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 721-6500
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Item 5. Other Events.
Wilshire Real Estate Investment Inc. (the "Company") owns all of the
issued and outstanding share capital of BEP Islands Limited, a company
incorporated in Jersey, Channel Islands. BEP Islands Limited holds 2,647 A
shares (or approximately 26.47% of the issued and outstanding share capital) of
BEP Property Holdings Limited, a company incorporated in Jersey, Channel Islands
("BEP Property"), which owns all of the issued and outstanding share capital of
BEP Acquisitions Limited, a company incorporated in Jersey, Channel Islands
("BEP Acquisitions").
On December 22, 2000, the boards of directors of BEP Acquisitions and
Bourne End Properties Plc, a company registered in England and Wales ("Bourne
End") announced that they had agreed to the terms of an offer (the "Offer") by
BEP Acquisitions for all of the issued and outstanding capital stock of Bourne
End. On January 5, 2001, BEP Acquisitions commenced the Offer. The Offer is 69
pence in cash for each Bourne End share and values Bourne End's existing share
capital of 60,899,334 Bourne End shares at approximately L42 million. The Offer
expires at 3:00 p.m. on January 26, 2001. The Offer is subject to valid
acceptances being received (and not withdrawn) in respect of not less than 90%
of the Bourne End shares and other customary conditions.
The Board of Directors of Bourne End has unanimously recommended that
the shareholders of Bourne End accept the Offer. BEP Acquisitions has received
irrevocable undertakings to accept the Offer in respect of 25,537,563 Bourne End
shares, representing approximately 41.9% of the outstanding shares. In
addition, BEP Acquisition has received a non-binding letter of intent from an
institutional fund manager to accept the Offer in respect of 7,905,000 Bourne
End shares, representing approximately 12.9% of the outstanding Bourne End
shares.
Bourne End has agreed to pay BEP Acquisitions an inducement fee of
L414,000 if the Offer lapses or is withdrawn following the announcement of a
competing cash offer by a third party at not less than 10% more than the price
of the Offer.
Bourne End is a specialist investor in retail property, currently
owning nine town shopping centers in England and Scotland. The shopping centers
range in size from 80,000 sq. ft. to approximately 340,000 sq. ft.
BEP Acquisitions was incorporated in Jersey for the purposes of making
the Offer. BEP Acquisitions' share capital is wholly owned by BEP Property. The
shareholders in BEP Property are as follows: BEP Islands Limited (2,647 A
shares), Merrill Lynch (Jersey) Holdings Limited (7,059 B shares) and Greenbau
Estuary Limited (294 C shares).
Merrill Lynch (Jersey) Holdings Limited is a subsidiary of Merrill
Lynch & Co., Inc. ("Merrill Lynch"). Merrill Lynch is one of the world's leading
financial management and advisory companies with offices in over 40 countries
and total client assets of approximately USD1.7 trillion. The real estate
activities of Merrill Lynch in Europe include senior, mezzanine and securitized
financing, principal real estate investment, as well as a dedicated advisory
practice.
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Greenbau Estuary Limited was incorporated in Jersey for purposes of
making an investment in BEP Property and is owned by Peter Kasch and Julian
Newiss who are employees of The Greenwich International (U.K.) Limited
Partnership, an English limited partnership ("Greenwich U.K."). The general
partner of Greenwich U.K. is Greenwich Group International LLC, a New York
limited liability company (collectively with Greenwich U.K., the "Greenwich
Group"). Greenwich Group is an international real estate investment banking
organization based in New York, with offices in Boston, Washington, D.C., Los
Angeles, London, Frankfurt and Singapore. Since its founding in 1995,
Greenwich Group has purchased, in partnership with various investment funds
approximately L500 million in real estate within the United Kingdom.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Wilshire Real Estate Investment Inc. has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: January 12, 2001
WILSHIRE REAL ESTATE
INVESTMENT INC.
By: /s/ Lawrence A. Mendelsohn
Lawrence A. Mendelsohn
President
By: /s/ Chris Tassos
Chris Tassos
Executive Vice President and Chief
Financial Officer
