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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
July 9, 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
At a regular meeting of the Board of Trustees of Pacific Real Estate
Investment Trust, a California real estate investment trust ("PREIT"), held on
April 11, 1997, the Trustees resolved to recommend to the shareholders of PREIT
the dissolution of PREIT, the orderly liquidation of the balance of PREIT's
assets and the distribution of the net proceeds to its shareholders. PREIT
announced the recommendation for dissolution and liquidation to its shareholders
in a Shareholder Letter dated June 4, 1997. The Trustees and PREIT's management
are currently preparing a plan for the dissolution of PREIT to be proposed to
the shareholders.
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: July 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 June 4, 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
June 4, 1997
Dear Shareholder:
Enclosed please find Pacific Real Estate Investment Trust's (PREIT) 10K for
the period ending December 31, 1996.
Our previous shareholder correspondence has stated that if either a
re-capitalization plan or merger agreement were not achievable on economic
terms, the Trustees believe it would be in the best interest of PREIT
shareholders to recommend an orderly liquidation of PREIT's assets and
ultimately a distribution of the net proceeds to the shareholders. On April
9, 1997, we notified you that the proposed merger with Pan Pacific
Development (U.S.) could not be consummated. Thus, at the regular meeting of
the Board on April 11, 1997, the Trustees resolved to recommend to the
shareholders an orderly liquidation of the balance of PREIT's assets and the
distribution of the net proceeds to shareholders.
In our April 9th letter, we also stated that the Monterey Plaza Shopping
Center and certain notes receivable would be sold to Pan Pacific Development
(U.S.), a wholly owned subsidiary of Revenue Properties Company Limited,
based in Toronto, Canada. On April 29, 1997, the sale of Monterey Plaza and
the notes closed escrow.
As a result, PREIT now owns a forty percent (40%) interest in the King's
Court Shopping Center in Los Gatos, a small parcel of land in Redding, and an
obligation to purchase and develop 2.5 acres of land in San Pablo. The Trust
plans to develop this property and to build 27,000 square feet of retail
space, including a 9,000 square foot store for Kragen Auto Parts. PREIT must
complete this project, so that this property can be sold. In addition, PREIT
continues to hold title to the El Portal Shopping Center--which is in
receivership. However, title should be transferred to the first mortgage
holder, Nationwide Life Insurance Company, at the time the environmental
issues are resolved.
PREIT is also currently in negotiations with two potential buyers for King's
Court Shopping Center, and a prospective buyer is interested in the Redding
pad, although no agreement on pricing has yet been reached in either instance.
Before we can officially proceed with the liquidation of the Trust's assets,
we must obtain shareholder approval. PREIT's counsel is currently working on
a special proxy statement which will be mailed to the shareholders. The
purpose of this proxy will be, amongst other matters, to authorize the
liquidation. This proxy statement is required so that all shareholders will
have an opportunity to vote on this issue. This proxy will also inform
shareholders of the date and time of PREIT's annual meeting, as well as any
other pertinent issues regarding the Trust.
Exhibit 99.1-1
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We expect this proxy to be mailed in the next sixty days. In the meantime,
please be assured that PREIT's management continues to do everything possible to
reduce the operating expenses of the Trust including eliminating all trustee and
investment advisory fees, as well as officers' salaries. At this time, the
Trust's financial condition is stable and generating modest positive income.
PREIT will notify all shareholders as soon as the special proxy statement is
available for mailing.
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
Exhibit 99.1-2
