<PAGE>
Exhibit 99.1
PAN PACIFIC RETAIL PROPERTIES, INC. WESTERN PROPERTIES TRUST
TRADED: NYSE: PNP TRADED: AMEX:WIR
1631 SOUTH MELROSE DRIVE, SUITE B 2200 POWELL STREET, SUITE 600
VISTA, CA 92083 EMERYVILLE, CA 94608
PAN PACIFIC CONTACT: Carol Merriman, Investor Relations (760) 727-1002 x102
WESTERN CONTACT: Dennis Ryan, Chief Financial Officer (888) 831-5770
FOR IMMEDIATE RELEASE
Tuesday, August 22, 2000
PAN PACIFIC RETAIL PROPERTIES TO ACQUIRE
WESTERN PROPERTIES TRUST
TRANSACTION WILL CREATE LARGEST WEST COAST NEIGHBORHOOD SHOPPING CENTER REIT
HIGHLIGHTS
- STOCK FOR STOCK TRANSACTION WITH EACH WESTERN SHARE EXCHANGED FOR 0.62
PAN PACIFIC SHARE
- TOTAL TRANSACTION VALUE OF $440 MILLION
- INCREASES PAN PACIFIC'S TOTAL MARKET CAPITALIZATION BY 55% TO $1.3 BILLION
- EXPECTED TO BE ACCRETIVE TO PAN PACIFIC STOCKHOLDERS IN 2001
- PAN PACIFIC TO INCREASE QUARTERLY DIVIDEND FROM $0.42 PER SHARE TO $0.455
PER SHARE
- INCREASES PAN PACIFIC'S PORTFOLIO BY 83% FROM 60 PROPERTIES TO 110
TOTALING 14.3 MILLION SQ.FT.
- SIGNIFICANTLY ENHANCES PAN PACIFIC'S PRESENCE IN KEY WEST COAST GROWTH
MARKETS
- DIVERSIFIES AND INCREASES PAN PACIFIC'S TENANT BASE BY 50% TO 2,100
RETAILERS
- ENHANCES PAN PACIFIC'S BALANCE SHEET, FINANCIAL FLEXIBILITY AND KEY
COVERAGE RATIOS
- INCREASES PAN PACIFIC'S SHARE BASE BY 50% FROM 21.3 MILLION COMMON SHARES
TO 32.0 MILLION
- PROVIDES OPPORTUNITY TO REALIZE EFFICIENCIES INCLUDING AN ANTICIPATED
$3 MILLION IN G&A SAVINGS
- RESPECTIVE BOARDS OF DIRECTORS HAVE UNANIMOUSLY APPROVED THE TRANSACTION
- PAN PACIFIC'S LARGEST STOCKHOLDER, HOLDING 51%, HAS AGREED TO VOTE IN
FAVOR OF THE TRANSACTION
SAN DIEGO, CALIF., AUGUST 22, 2000 -- Pan Pacific Retail Properties, Inc.
(NYSE: PNP) and Western Properties Trust (AMEX: WIR) today announced that they
have entered into a definitive agreement in which Pan Pacific will acquire
Western. Once the transaction is completed, Pan Pacific will be the largest West
Coast neighborhood shopping center real estate investment trust (REIT), with an
expected total market capitalization of approximately $1.3 billion. Pan Pacific
will own and operate 110 neighborhood shopping centers, encompassing more than
14.3 million square feet, with a broad geographic representation in key West
Coast growth markets.
"The transaction will create a unique and powerful platform for growth and
increasing shareholder value," stated Stuart Tanz, President and Chief Executive
Officer of Pan Pacific. "The Western portfolio provides an exceptional strategic
fit and is a perfect complement to our existing geographic locations. The
transaction will substantially strengthen our position in high barrier-to-entry
growth markets such as San Francisco, Sacramento and Portland. The Western
portfolio is consistent with the $425 million one-off properties that Pan
Pacific has acquired since our IPO three years ago. It features high-quality,
grocery-anchored centers located in strong, infill markets providing the
opportunity to enhance cash flow and value through implementing Pan Pacific's
proven management, marketing and leasing programs." Mr. Tanz also commented,
"Stockholders will benefit from anticipated stronger earnings growth and a
greater diversification of assets and tenants. The transaction will enhance Pan
Pacific's liquidity, presence and visibility in the capital markets and will
position Pan Pacific as the leading consolidator of shopping centers on the West
Coast."
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Pan Pacific Retail Properties, Western Properties Trust Page 2 of 5
Bradley Blake, Chairman, President and CEO of Western commented, "We are
very pleased with the proposed transaction. The Western board conducted an
extensive exploration of strategic alternatives and unanimously concluded that
this transaction is in the best interest of our shareholders. We firmly believe
that Pan Pacific will provide Western shareholders the opportunity to realize
superior growth and enhanced value as they participate in the benefits of
greater size, geographic and tenant diversification, liquidity and market
leadership. In addition, with Pan Pacific increasing its dividend in 2001,
Western's shareholders will continue to receive the same dividend they receive
now."
TRANSACTION TERMS
The transaction values Western at approximately $440 million including
transaction costs and the assumption of approximately $200 million of debt. It
is being structured as a tax free, stock for stock exchange whereby Western
common shares will be exchanged into newly issued Pan Pacific common shares,
based upon a fixed 0.62 exchange ratio. As a result, Pan Pacific will issue
approximately 11.7 million common shares and units to Western's equity holders,
representing a 34% pro forma interest in Pan Pacific on a fully diluted basis.
Pan Pacific will use approximately $65 million under its unsecured line of
credit to retire Western's bank line and to pay transaction costs. In addition,
Pan Pacific will assume Western's $125 million senior notes and a $10 million
mortgage. The transaction will be accounted for as a purchase of Western by Pan
Pacific.
Pursuant to the terms of the definitive agreement, Pan Pacific will
increase its quarterly dividend from $0.42 per share to $0.455 per share ($1.82
per share on an annualized basis), commencing in the first full quarter
following the closing of the transaction. Based upon the fixed 0.62 exchange
ratio, the $0.455 per share dividend equates to Western's current quarterly
dividend.
Upon completion of the transaction, Pan Pacific will expand its Board of
Directors to seven members, adding two of Western's existing independent members
from its Board of Trustees. With these additions, five of the seven Pan Pacific
board members will be independent.
Pan Pacific will continue to be led by its existing management team
including Stuart Tanz as President and Chief Executive Officer, Joe Tyson as
Chief Financial Officer and Jeff Stauffer as Chief Operating Officer. Upon
completion of the transaction, Pan Pacific intends to enter into a joint venture
with certain senior executives of Western, led by Bradley Blake, to complete
Western's three retail development projects currently in progress.
The transaction has been unanimously approved by each company's board of
directors and is expected to be completed in the fourth quarter of 2000, subject
to approval by each company's stockholders. Pan Pacific's largest stockholder,
Revenue Properties Company Limited, has agreed to vote its 10.8 million Pan
Pacific shares (representing 51% of Pan Pacific's total common shares) in favor
of the transaction. Upon completion of the transaction, Revenue Properties' 10.8
million shares will represent an approximate 31% pro forma interest in Pan
Pacific on a fully diluted basis.
Prudential Securities Incorporated is acting as the financial advisor for
Pan Pacific, and Donaldson, Lufkin & Jenrette is acting as the financial advisor
for Western.
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Pan Pacific Retail Properties, Western Properties Trust Page 3 of 5
PORTFOLIO SUMMARY
The transaction joins two high-quality neighborhood shopping center
portfolios, with similar profiles and potential operating synergies. Western's
strong, leading position in Northern California, its focus on grocery-anchored
centers and its diverse tenant base complements Pan Pacific's portfolio. Upon
completion of the transaction, Pan Pacific will own and operate 110 centers
encompassing approximately 14.3 million square feet predominantly located in
five West Coast markets.
<TABLE>
<CAPTION>
Pan Pacific Western(1) Pro Forma Pan Pacific
SQ. FT. (000s) % OF TOTAL SQ. FT. (000s) % OF TOTAL SQ. FT. (000s) % OF TOTAL
-------------- ---------- -------------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Northern California 1,717 18% 3,816 77% 5,533 39%
Southern California 1,944 21% 0 0% 1,944 14%
Oregon 1,985 21% 463 9% 2,448 17%
Washington 1,776 19% 128 3% 1,904 13%
Nevada 1,458 16% 569 11% 2,027 14%
Other 481 5% 0 0% 481 3%
TOTAL PORTFOLIO 9,361 100% 4,976 100% 14,337 100%
(1) PRO FORMA FOR TRANSACTION INCORPORATING DISPOSITIONS EXPECTED TO BE COMPLETED BY TRANSACTION CLOSING.
</TABLE>
With the inclusion of Western's Northern California portfolio, Pan Pacific
will become the largest owner and operator of neighborhood centers in the
region, including the densely populated San Francisco market, and the
high-growth Sacramento market. Specifically, Pan Pacific will own 33 centers,
encompassing 4.0 million square feet in these two strong markets.
<TABLE>
<CAPTION>
Pan Pacific Western(1) Pro Forma Pan Pacifi
SQ. FT. (000s) % OF TOTAL SQ. FT. (000s) % OF TOTAL SQ. FT. (000s) % OF TOTAL
-------------- ---------- ------------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
San Francisco Bay Area 1,072 62% 1,575 41% 2,647 48%
Sacramento 275 16% 1,055 28% 1,330 24%
Central Valley 0 0% 316 8% 316 6%
Other N. California Markets 370 22% 870 23% 1,240 22%
TOTAL NORTHERN CALIFORNIA 1,717 100% 3,816 100% 5,533 100%
(1) PRO FORMA FOR TRANSACTION INCORPORATING DISPOSITIONS EXPECTED TO BE COMPLETED BY TRANSACTION CLOSING.
</TABLE>
TENANT SUMMARY
The transaction significantly broadens and further diversifies Pan
Pacific's strong tenant base. Upon completion of the transaction, Pan Pacific's
tenant base will increase from 1,400 retailers to over 2,100, and approximately
80% of the total GLA will be leased to national and regional retailers.
Approximately 300 of Western's tenants (65% of Western's GLA) are existing Pan
Pacific tenants.
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Pan Pacific Retail Properties, Western Properties Trust Page 4 of 5
After closing, Pan Pacific's largest tenant will be Raley's Supermarket, a
leading supermarket chain in Sacramento (ranked #1 with a 25% market share) and
San Francisco Bay Area (ranked #3 with a 7% market share). Raley's will account
for approximately 6% of Pan Pacific's pro forma annualized base rent.
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<CAPTION>
Pan Pacific Western(1) Pro Forma Pan Pacific
RENT ($000s) % OF TOTAL RENT ($000s) % OF TOTAL RENT ($000s) % OF TOTAL
------------ ---------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Raley's Supermarket $339 0.4% $7,359 16.8% $7,698 5.9%
Wal-Mart 2,836 3.3% 775 1.8% 3,611 2.8%
Von's/Safeway 2,084 2.4% 1,339 3.1% 3,423 2.6%
Albertson's/Sav-on 3,277 3.8% 0 0.0% 3,277 2.5%
Rite Aid 1,576 1.8% 1,210 2.8% 2,786 2.1%
Hollywood Video 1,187 1.4% 565 1.3% 1,752 1.3%
Ross Stores 1,072 1.2% 628 1.4% 1,700 1.3%
Save Mart 512 0.6% 1,121 2.6% 1,633 1.3%
QFC 541 0.6% 1,090 2.5% 1,631 1.3%
24 Hour Fitness 1,246 1.4% 243 0.6% 1,489 1.1%
Office Max 1,481 1.7% 0 0.0% 1,481 1.1%
(1) PRO FORMA FOR TRANSACTION INCORPORATING DISPOSITIONS EXPECTED TO BE
COMPLETED BY TRANSACTION CLOSING.
</TABLE>
Jeff Stauffer, Chief Operating Officer of Pan Pacific stated, "We are
already underway with developing our business plan for integrating the Western
properties into our portfolio. To our strong advantage, Pan Pacific already has
regional offices in Northern California, Oregon and Nevada, each with the
infrastructure and systems in place to operate the assets without any additional
offices needed. Furthermore, both companies use similar accounting and property
management systems and both companies have the same audit firm. All of this will
enable us to seamlessly integrate the Western portfolio and generate meaningful
efficiencies upon closing." Mr. Stauffer also added, "With two-thirds of the
Western portfolio leased to existing Pan Pacific tenants, we can offer retailers
an unsurpassed range of property and market opportunities. There are strong
tenant synergies between the two companies and our leasing team is exploring
these and other re-tenanting opportunities. With our proven track record of
aggressively enhancing our tenant base, we expect to generate the same level of
double-digit growth in re-leasing rates with the Western portfolio as we have
achieved with our own portfolio."
FINANCIAL SUMMARY
With the issuance of 11.7 million common shares, Pan Pacific's common share
base will be increased to approximately 32.0 million common shares. In addition
to increasing market capitalization and liquidity, the transaction is expected
to enhance Pan Pacific's financial flexibility. Upon completion of the
transaction, Pan Pacific will assume Western's $125 million of investment grade
rated bonds (7.5% weighted average interest rate), substantially enhancing Pan
Pacific's unsecured debt-to-total debt ratio from 40% to approximately 60% on a
pro forma basis and lowering its average borrowing cost. Pan Pacific's percent
of unencumbered net operating income is expected to increase from 58% to
approximately 73% on a pro forma basis and its interest coverage will remain
approximately 3-to-1.
Pan Pacific is currently in discussions with its lead bank regarding an
increase to its unsecured credit line from $250 million to $400 million.
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Pan Pacific Retail Properties, Western Properties Trust Page 5 of 5
Joe Tyson, Chief Financial Officer of Pan Pacific noted, "Based upon the
$440 million transaction value, we expect the net operating income yield in the
first year will be over 11%. As a result of this strong yield, together with
anticipated G&A savings of approximately $3 million, we expect the transaction
to be accretive in the first year to our funds from operation per share. This
transaction represents the approximate relationship in net asset value between
the two companies." Mr. Tyson also commented, "Given the stock issuance and the
fact that Western's debt ratio is consistent with ours, the transaction is
balance sheet neutral to Pan Pacific. Furthermore, Pan Pacific's debt, including
its unsecured credit line, along with its investment-grade rating, complements
Western's financial structure and investment-grade rating. Going forward, Pan
Pacific will not only be significantly larger, but also financially stronger
with greater balance sheet flexibility. With a pro forma total market
capitalization in excess of $1 billion, and much greater liquidity, Pan Pacific
should attract new investors. Additionally, each company enjoys a uniquely
complementary shareholder base with Pan Pacific being predominately held by
institutions, while Western is primarily held by individual retail investors."
CONFERENCE CALL
Pan Pacific will conduct an investor conference call on Tuesday, August 22,
2000 at 2:00 p.m. Eastern Time to discuss its proposed acquisition of Western.
Stockholders and interested parties may participate in this conference call by
dialing (877) 282-0743. A replay will be available at (888) 266-2081, pass code
4536498.
ABOUT PAN PACIFIC RETAIL PROPERTIES
Pan Pacific Retail Properties, Inc. is an equity real estate investment
trust (REIT) traded on the New York Stock Exchange under the symbol PNP. The
Company creates long-term stockholder value by specializing in the acquisition,
ownership and management of community and neighborhood shopping centers for
everyday essentials. Pan Pacific's strategy is aimed at providing stockholders
with long-term stable cash flow through maintaining a diverse portfolio and
tenant base, balanced with consistent growth through implementing its
acquisition and property management programs.
The Company's portfolio currently totals 60 properties, encompassing 9.4
million square feet, and is 98% leased to over 1,400 retailers. The portfolio is
diversified across five Western U.S. markets: Northern California, Southern
California, Washington, Oregon and Nevada.
Pan Pacific is a full service real estate company with in-house expertise
in acquisitions, leasing, development, property management, marketing and
accounting. The Company is headquartered in Vista (San Diego) California, and
has five regional offices located in Sacramento, California; Chino, California;
Kent, Washington; Portland, Oregon; and Las Vegas, Nevada.
ABOUT WESTERN PROPERTIES TRUST
Western Properties Trust owns and operates community and neighborhood
shopping centers in the Western United States. The company has investments in 57
properties, primarily anchored by supermarkets, containing approximately 5.3
million square feet of gross leasable area. The corporate office of the
self-administered equity real estate investment trust is in Emeryville,
California. Its shares are traded on the American Stock Exchange under the
symbol "WIR".
CERTAIN MATTERS DISCUSSED WITHIN THIS PRESS RELEASE ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE FORWARD LOOKING STATEMENTS RELATE TO MATTERS SUCH AS THE FUTURE
OPERATING RESULTS OF PAN PACIFIC AND WESTERN, THE POTENTIAL G&A COST SAVINGS
FROM THE TRANSACTION, FUTURE EARNINGS GROWTH OF THE COMBINED COMPANY, THE
SUCCESSFUL INTEGRATION OF THE BUSINESSES OF WESTERN AND PAN PACIFIC, AND THE
ABILITY OF THE COMBINED COMPANY TO OBTAIN EQUITY AND DEBT FINANCING. SUCH
FORWARD LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF PAN PACIFIC'S AND
WESTERN'S MANAGEMENT AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY
AVAILABLE TO EACH COMPANY'S MANAGEMENT. THE WORDS "ANTICIPATE," "BELIEVE,"
"MAY," "EXPECT," "WILL," AND SIMILAR EXPRESSIONS, VARIATIONS OF SUCH TERMS OR
THE NEGATIVE OF SUCH TERMS AS THEY RELATE TO PAN PACIFIC OR WESTERN USED IN THIS
PRESS RELEASE, ARE INTENDED TO IDENTIFY SUCH FORWARD LOOKING STATEMENTS.
ALTHOUGH THE COMPANIES BELIEVE THE EXPECTATIONS REFLECTED IN SUCH
FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, THEY CAN GIVE NO
ASSURANCE THAT ITS EXPECTATIONS WILL BE ATTAINED. FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANIES' EXPECTATIONS INCLUDE
MARKET VALUATIONS OF THEIR STOCK, FINANCIAL PERFORMANCE AND OPERATIONS OF THEIR
SHOPPING CENTERS, REAL ESTATE CONDITIONS, EXECUTION OF SHOPPING CENTER
DEVELOPMENT PROGRAMS, SUCCESSFUL COMPLETION OF RENOVATIONS, COMPLETION OF
PENDING ACQUISITIONS INCLUDING THE COMPLETION OF CUSTOMARY DUE DILIGENCE AND
CLOSING CONDITIONS, CHANGES IN THE AVAILABILITY OF ADDITIONAL ACQUISITIONS,
CHANGES IN LOCAL OR NATIONAL ECONOMIC CONDITIONS, AND OTHER RISKS DETAILED FROM
TIME TO TIME IN REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
INCLUDING EACH COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1999.
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