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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): August 31, 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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<PAGE>
Item 1. Changes In Control of Registrant
On August 31, 2000, Mission Orchard Statutory Trust, a Connecticut statutory
trust ("Parent"), through PGP Acquisition, Inc., a Maryland corporation and a
wholly-owned subsidiary of Parent ("Purchaser"), acquired Pacific Gateway
Properties, Inc., a Maryland corporation ("Company") pursuant to an Agreement
and Plan of Merger, dated as of June 15, 2000, among Parent, Purchaser and the
Company (the "Merger Agreement"), whereby Purchaser merged with and into the
Company (the "Merger"), with the Company as the surviving corporation and as a
wholly-owned subsidiary of Parent. The Merger became effective on August 31,
2000. In the Merger, each issued and outstanding share of common stock and
preferred stock of the Company was converted into the right to receive the
merger consideration. The Merger Agreement provides for an initial cash payment
of $12.60 per share for each share of common stock or preferred stock of the
Company held and, following a final reconciliation, a potential additional cash
payment ("True Up Payment") based upon the results of a reconciliation between
the pro forma closing date balance sheet and the actual closing date balance
sheet, transaction expenses and any unanticipated casualty losses. Based on a
preliminary consolidated balance sheet of the Company as of the effective date
of the Merger, the parties agreed to an initial True Up Payment of $0.10 per
share for each share of common stock or preferred stock of the Company,
resulting in an aggregate initial cash payment of $12.70 per common and
preferred share. A final reconciliation will be completed in accordance with the
Merger Agreement, and a final True Up Payment may be made in accordance with the
Merger Agreement depending on the results of the final balance sheet
reconciliation.
As a result of the Merger, Parent owns 100% of the outstanding capital stock of
the Company. Parent and Purchaser obtained all funds needed for the Merger
through an acquisition loan from Utrecht-America Finance Co., an affiliate of
Rabobank International (the "Acquisition Loan"). Pursuant to the terms of the
Acquisition Loan, up to $106 million will be available to Purchaser on a secured
basis, which will be used to pay the cash merger consideration to holders of
Company common stock and preferred stock, to make payments in respect of
outstanding stock options, to pay off certain existing loans of the Company and
to pay fees and expenses associated with the merger transaction.
To the knowledge of the Company, except as set forth herein, there are no
arrangements, including any pledge by any person of securities of the Company,
the operation of which may at a subsequent date result in a further change in
control of the Company.
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: August 31, 2000 By: /s/ Douglas H. Wolf
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Name: Douglas H. Wolf
Title: President and Chief Executive Officer
