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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 19, 2000
(June 15, 2000)
Pacific Gateway Properties, Inc.
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(Exact Name of Registrant as Specified in Charter)
Maryland 1-8692 04-2816560
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
930 Montgomery Street, Suite 400, San Francisco, CA 94133
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (415) 398-4800
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On June 15, 2000, Pacific Gateway Properties, Inc. entered into an
Agreement and Plan of Merger with Mission Orchard Statutory Trust and PGP
Acquisition, Inc., pursuant to which PGP Acquisition, Inc. will merge into
Pacific Gateway Properties. In the merger, holders of Pacific Gateway
Properties common and preferred stock will receive at closing an initial cash
payment of $12.60 per share for each Pacific Gateway Properties share held
and, following a final reconciliation, a potential additional payment after
certain adjustments relating to transaction expenses, any unanticipated
casualty losses and possible changes in Pacific Gateway Properties' balance
sheet at the time of closing. Each outstanding option to purchase Pacific
Gateway Properties common stock will be canceled in exchange for an amount of
cash equal to the difference between the cash merger consideration and the
exercise price per share of the option.
Consummation of the merger is subject to certain conditions precedent
described in the Agreement and Plan of Merger, including Pacific Gateway
Properties' stockholder approval.
Copies of the Agreement and Plan of Merger and Pacific Gateway Properties'
press release dated June 16, 2000 announcing the merger are included in this
Current Report on Form 8-K as Exhibits 2.1 and 99.1, respectively, and are
incorporated herein by reference. The foregoing discussion does not purport to
be complete and is qualified in its entirety by reference to the Agreement and
Plan of Merger.
Item 7. Financial Information, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of June 15,
2000 among Mission Orchard Statutory Trust,
PGP Acquisition, Inc. and Pacific Gateway
Properties, Inc.
99.1 Press Release, dated June 16, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
PACIFIC GATEWAY PROPERTIES, INC.
Date: June 19, 2000 By: /s/ Raymond V. Marino
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Name: Raymond V. Marino
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of June 15, 2000 among
Mission Orchard Statutory Trust, PGP Acquisition, Inc. and
Pacific Gateway Properties, Inc.
99.1 Press Release, dated June 16, 2000.
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