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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
April 1, 1997
Date of report (Date of earliest event reported)
PACIFIC REAL ESTATE INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
California 0-8725 94-1572930
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1010 El Camino Real, Suite 210
Menlo Park, California 94025
(Address of Executive Offices)
(415) 327-7147
Registrant's telephone number, including area code
N/A
(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events
Effective as of April 1, 1997, Pacific Real Estate Investment Trust, a
California real estate trust ("PREIT"), and Pan Pacific Development (U.S.) Inc.
("Pan Pacific"), a wholly owned subsidiary of Revenue Properties Company
Limited, a Canadian corporation, mutually agreed to terminate the merger
agreement entered into by the parties as of January 10, 1997, due to the failure
of conditions in the merger agreement. PREIT announced the termination to its
shareholders in a Shareholder Letter dated April 9, 1997.
PREIT subsequently entered into a Purchase Agreement with Pan Pacific,
dated as of April 1, 1997, pursuant to which Pan Pacific will purchase from
PREIT the Monterey Plaza Shopping Center, located in San Jose, California and
five notes receivable for a combined purchase price of $29,760,000. Pan Pacific
will assume liability for encumbrances against the Monterey Plaza Shopping
Center in the approximate amount of $18,400,000, resulting in net cash proceeds
to PREIT of $11,360,000, less closing costs, from the transaction.
The purchase of Monterey Plaza is subject to usual conditions, including
the approval by the secured lender of Pan Pacific's proposed assumption of the
mortgage loan on the property. It is anticipated that the transaction will
close by the end of April.
SIGNATURE
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.
Dated: April 9, 1997
PACIFIC REAL ESTATE INVESTMENT TRUST
By: /s/ Robert C. Gould
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Robert C. Gould, Vice President
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Shareholder Letter dated April 9, 1997
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Exhibit 99.1
PACIFIC REAL ESTATE INVESTMENT TRUST
1010 El Camino Real, Suite 210, Menlo Park, CA 94025 (415) 327-7147
FAX (415) 327-8516
April 9, 1997
Dear Shareholder:
On January 15, 1997, we sent a special letter to all shareholders announcing
that Pacific Real Estate Investment Trust (PREIT) had entered into a definitive
merger agreement with Pan Pacific Development (US) (PPD), which was subject to
three major contingencies.
The parties have agreed that these contingencies will not be satisfied, due
primarily to the unsuccessful resolution, within the deadlines specified in the
merger agreement, of the environmental issue at the El Portal Shopping Center in
San Pablo. Therefore, the merger will not be consummated. We do, however,
expect to have this environmental issue resolved within the next few months.
Although the merger will not be completed, PREIT has entered into a definitive
agreement to sell the Monterey Plaza Shopping Center in San Jose and PREIT's
mortgage notes receivable to PPD (US). The total purchase price will be
$29,760,000 less current mortgage principal at the time of closing, as PPD (US)
will assume the mortgage on Monterey Plaza Shopping Center. The only
significant contingency to this transaction is that Prudential, the holder of
the first mortgage on Monterey Plaza, must approve PPD (US) as an acceptable
borrower to assume the loan from PREIT. It is our expectation that this
approval is imminent, and we have scheduled this transaction to close at the end
of this month. The net proceeds of the transaction will allow PREIT to pay off
all of its remaining short term debt and have adequate reserves to meet all
known PREIT obligations.
PREIT's 1996 annual report and proxy statement will be mailed in the next
several weeks. These documents will outline the plans for the future of PREIT.
Sincerely,
Pacific Real Estate Investment Trust
/s/ Russell Collier /s/ Wilcox Patterson
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Russell Collier Wilcox Patterson
Advisor President of the Board of Trustees
