SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)<1>
PACIFIC GATEWAY PROPERTIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
694-329103
(CUSIP Number)
Mr. Phillip E. Lombardi
Citicorp Real Estate, Inc.
725 S. Figueroa Street, 3rd Floor
Los Angeles, CA 90017
(213) 239-1573
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1998<2>
(Date of Event which Requires Reporting
of this Statement)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box. [ ]
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
"Notes").
(Continued on following pages)
__________________
[FN]
<1> The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosure provided in
a prior cover page.
<2> See Item 5, "Interest in the Securities of the Issuer."
</FN>
<PAGE>
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Citicorp Real Estate, Inc.
I.R.S. NO. 13-2878445
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________
: (7) SOLE VOTING POWER
: -0-
:
: (8) SHARED VOTING POWER
Number Of Shares :
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0-
:
: (10) SHARED DISPOSITIVE POWER
:
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
(14) TYPE OF REPORTING PERSON
CO
<PAGE>
Item 1. Security and Issuer.
Not Amended.
Item 2. Identity and Background.
Not Amended.
Item 3. Source and Amount of Funds or Other Consideration.
Not Amended.
Item 4. Purpose of Transaction.
The disclosure set forth under this Item 4, is amended
by adding to the end thereof the following information:
On March 31, 1998, the Issuer repurchased outstanding and
presently exercisable warrants to purchase 1,000,000 shares of
Issuer's common stock (the "Warrants") held by Citicorp Real Estate,
Inc. ("CREI") Issuer repurchased the Warrants at a purchase price
of $1,000,000.
On March 31, 1998, the Issuer issued a press release
announcing the repurchase of warrants held by CREI. The press
release is filed as Exhibit 1 hereto and incorporated herein by
this reference.
Item 5. Interest in the Securities of the Issuer.
The disclosure set forth under this Item 5, is amended
by adding to the end thereof the following information:
(d) On March 31, 1998, the Issuer repurchased outstanding
and presently exercisable warrants to purchase 1,000,000 shares of
Issuer's common stock (the "Warrants") held by CREI. Issuer
repurchased the Warrants at a purchase price of $1,000,000.
(e) On March 31, 1998, the Issuer issued a press release
announcing the repurchase of warrants held by CREI. The press
release is filed as Exhibit 1 hereto and incorporated herein by
this reference.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Not Amended.
<PAGE>
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended by adding the following exhibit:
1. Press Release of Issuer dated March 31, 1998.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this Amendment No. 1 to Statement is true, complete and correct.
CITICORP REAL ESTATE, INC.
a Delaware corporation
April 1, 1998 By: /s/ Phillip E. Lombardi
Name: Phillip E. Lombardi
Title: Vice President
<PAGE>
EXHIBIT INDEX
Number Page
1. Press Release of the Issuer dated March 31, 1998 6
<PAGE>
RIDER A
PACIFIC GATEWAY
P R O P E R T I E S
NEWS RELEASE
FOR RELEASE: March 31, 1998
PACIFIC GATEWAY PROPERTIES ANNOUNCES
REPURCHASE OF WARRANTS
SAN FRANCISCO, CALIFORNIA .... Pacific Gateway Properties (PGP-AMEX)
announced today that it completed the repurchase of outstanding warrants
to purchase up to 1,000,000 shares of PGP's common stock at an exercise
price of $2.875 per share from Citicorp Real Estate, Inc. (Citicorp),
for $1,000,000. The warrants were issued in 1993 in connection with a
debt restructuring with Citicorp and recorded in the Shareholders'
Equity section of PGP's Consolidated Balance Sheet at a carrying value
of $1,890,000. As a result of this transaction, PGP will record the
difference been the current carrying value of the warrants and the
purchase price, which amounts to $890,000, as additional paid in
capital in PGP's Consolidated Balance Sheet as of March 31, 1998.
Raymond Marino, President and CEO of PGP, commented that the Company
evaluated several options on how to utilize its available capital,
and felt that the best use of this capital would be to repurchase
the warrants which, if exercised, would have represented substantial
dilution for all our Shareholders.
Pacific Gateway Properties, a San Francisco based real estate
investment company, holds substantial interests in several Bay Area
properties, including Walnut Creek Executive Park, South Bay Office
Tower and West Valley Executive Park in San Jose, and a 23% partnership
interest in Rincon Center in San Francisco. PGP also owns properties
in Arizona, Florida and Massachusetts.
FOR MORE INFORMATION CONTACT:
RAYMOND MARINO, PRESIDENT AND CEO
