<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
AUGUST 21, 2000
WESTERN PROPERTIES TRUST
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 001-08723 94-6100058
---------------------------- --------------------- ------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Formation) File Number) Identification Number)
2200 Powell Street, Suite 600, Emeryville, California 94608
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(510) 597-0160
---------------------------------------------------------------
(Registrant's telephone number, including area code)
not applicable
---------------------------------------------------------------
(Former name or former address, if changed since last report.)
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS.
On August 21, 2000, Western Properties Trust, a California real estate
investment trust ("Western"), and Pan Pacific Retail Properties, Inc., a
Maryland corporation ("Pan Pacific"), 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
convert into a California corporation and then 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, 0.62 (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, other than options that
have been repurchased by Western. 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.
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.
The Merger Agreement and the Voting Agreement are attached as Exhibits 2.1 and
10.1 hereto, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
The following exhibits are part of this current report on
Form 8-K and are numbered in accordance with Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
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 between Revenue Properties (U.S.), Inc., Pan
Pacific Development (Nevada) Inc. and Western
Properties Trust.
99.1 Joint press release dated August 22, 2000.
</TABLE>
2
<PAGE>
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.
WESTERN PROPERTIES TRUST
(Registrant)
Date: [___________], 2000 By:
-------------------------------
Dennis D. Ryan
Executive Vice President,
Chief Financial Officer
and Trustee
3
<PAGE>
EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit
index immediately precedes the exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
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 between Revenue Properties (U.S.), Inc., Pan
Pacific Development (Nevada) Inc. and Western
Properties Trust.
99.1 Joint press release dated August 22, 2000.
</TABLE>
4
